1.4 Division of Roles and Responsibilities between the Chairman and the Managing Director/Chief Executive Officer
The Board is led by Dato’ Seri Robert Tan Chung Meng as the Non-Independent Non-Executive Chairman and Mr. Chan Cheu Leong as the Managing Director/Group
Chief Executive Officer.
There is a clear separation between the Chairman’s role and the Managing Director/Group Chief Executive Officer’s role to ensure a division of responsibilities and
a balance of control, power and authority.
The Chairman leads and manages the Board with a keen focus on governance and compliance. In turn, the Board monitors the functions of the Board Committees
in accordance with their respective terms of reference, to ensure its own effectiveness, while the Managing Director/Group Chief Executive Officer manages the
businesses and operations of the Group and implements and develops the Board’s decisions, policies and strategies.
1.5 Senior Independent Non-Executive Director
The Board has identified Professor Tan Sri Lin See Yan as the Senior Independent Non-Executive Director of the Board, to whom concerns relating to the Group may
be conveyed by shareholders and other stakeholders.
All concerns relating to the Group can be conveyed to him via his electronic mail address at
.
1.6 Board Meetings
The Board meetings for each financial year are scheduled before the end of the preceding financial year, to enable the Directors to plan ahead and fit the year’s
meetings into their own schedules. The Board meets on a scheduled basis of at least four (4) times a year and has a formal schedule of matters specifically reserved
for the Board to decide in order to ensure that the direction and control of the Company firmly rests in its hands, for example strategic financial and investment
decisions. Additional or ad-hoc Board meetings can be convened as and when necessary.
During the financial year ended 31 December 2014, the Board met six (6) times and the details of the attendance of the Board members are as follows:
Director
Directorship
Total Meetings Attended
Dato’ Seri Robert Tan Chung Meng
Non-Independent Non-Executive Chairman
6/6
Chan Cheu Leong
Managing Director/Group Chief Executive Officer
6/6
Giancarlo Maccagno
Deputy Managing Director
6/6
Professor Tan Sri Lin See Yan
Senior Independent Non-Executive Director
6/6
Tan Sri Ab Rahman Bin Omar
(Retired at the Annual General Meeting of the Company
held on 20 June 2014)
Independent Non-Executive Director
2/3
Pauline Tan Suat Ming
Non-Independent Non-Executive Director
6/6
Daniel Yong Chen-I
Alternate Director to Pauline Tan Suat Ming/
Non-Independent Non-Executive Director
5/6
Halim Bin Haji Din
Independent Non-Executive Director
6/6
To facilitate productive and meaningful deliberations, the proceedings of the Board meetings are conducted in accordance with a structured agenda with the supply
of complete and timely information to enable the Board to discharge their responsibilities effectively and for them to make informed decisions. The Board reviews
and deliberates on the Group’s financial performance and results, business operations, budgets, reports of the various Board Committees, risks management,
business plans, corporate exercises and strategic financials and investments decisions.
In the intervals between Board meetings, any matters requiring urgent Board decisions and/or approvals will be sought via circular resolutions which are supported
with all the relevant information and explanations required for an informed decision to be made.
Statement on
Corporate governance
30
Wah Seong Corporation Berhad • Annual Report 2014
