Corporate Governance Statement

The Board of Directors of WZ Satu Berhad (the Board) continues to uphold its commitments to the highest standard of corporate governance and best practices that are set out in the Malaysian Code on Corporate Governance 2012 (the Code) issued by the Securities Commission Malaysia and provisions in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR) throughout the Group.

The Board will continue to review and enhance the Group’s corporate governance framework to ensure its relevance and ability in meeting future challenges in its course to enhance shareholders value and establish long term sustainable value for other stakeholders. The Board is pleased to report below on the extent to which the principles and best practices of the Code were applied throughout the financial year ended 31 August 2016.

PRINCIPLE 1: ESTABLISHING CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD

THE BOARD OF DIRECTORS

It is the overall governance responsibilities of the Board to lead and control the Group. Amongst others, these responsibilities include charting the strategic direction of the Group and supervising its affairs to ensure its success; implementation of suitable and effective system of internal control and risk management; and ensuring compliance with the relevant laws, regulations, guidelines and directives.

Clear Roles and Responsibilities of the Board

The Board has established clear functions reserved for its members and those delegated to management. This allocation of responsibilities reflects the dynamic nature of the relationship necessary for the Group to adapt to changing circumstances.

Key matters such as approval of interim and annual financial results, acquisitions and disposals, investments, as well as material agreements are reserved for the Board, while a capable and experienced management team is put in charge to oversee the day-to-day operations of the Group.

In line with the practice of good corporate governance, the Board has established and implemented various processes to assist members of the Board in the discharge of their roles and responsibilities. The Board’s roles and responsibilities include the following:

  1. reviewing and adopting strategic plans for the Group;
  2. overseeing the conduct of the Group’s businesses to evaluate whether the businesses are being properly managed;
  3. reviewing principal risks and ensuring the implementation of appropriate systems of internal control to manage risks and adoption of relevant mitigation measures;
  4. reviewing the adequacy and integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
  5. reviewing and approving succession planning, including appointing, training, compensating and where appropriate replacing key principal officers; and
  6. developing and implementing investors’ relations programmes and shareholder communication policy for the Group.

 

Board Committees

To ensure effectiveness in discharging its responsibilities, the Board delegates specific powers to other Board Committees:

  1. NominationCommittee;
  2. RemunerationCommittee;
  3. Audit Committee;
  4. Shariah Advisory Committee; and
  5. Long Term Incentive Plan Committee.
  6. Investment Committee.

Board Diversity

The Board recognises that board diversity is an essential element contributing to the sustainable development of the Group and does not discriminate on the basis of ethnicity, age, gender, nationality, political affiliation, religious affiliation, marital status, education background or physical ability. There is no specific target in the composition in terms of gender, age or ethnic of its Board members or members of Senior Management.

The Board acknowledges the recommendation of the Code on gender diversity but believes that the overriding factors in selection of a Director must be based on skill, experience, competency and wealth of knowledge, while taking into consideration diversity of the Board. The Group had established a Board Diversity Policy to formalise its diversity approach as above.

Board Charter

The Board Charter which broadly sets out the Board’s governance process and Board-Management relationship, has been reviewed and adopted by the Board.

The Board Charter sets out, among others, the following:

  1. the principal role of the Board;
  2. the functions, roles, responsibilities and powers of the Board;
  3. the functions, roles, responsibilities and powers of its various committees;
  4. processes and procedures for convening Board Meetings;
  5. Board’s access to information and professional advice;
  6. continuing development and training;
  7. succession plan;
  8. the role of Secretary; and
  9. division of authority between the Board and the Management.

The Board Charter was last reviewed and updated on 8 December 2016 in accordance with the needs of the Group and any new regulations to ensure its relevance.

Code of Conduct

The Group established appropriate standards of business conduct and ethical behaviour to govern the exercise of the Directors’ duties and responsibilities as Directors of the Company in order to uphold good corporate integrity.

The Code of Conduct sets out the general principles and standards of business conduct and ethical behaviour for the Directors in the performance and exercise of their responsibilities as Directors of the Company or when representing the Group and includes the expectation of professionalism and trustworthiness from the Directors.

Whistle Blowing Policy

The policy provides an avenue for any Director, officer, employee and members of the public to report instances of unethical, unlawful or undesirable conduct on a confidential basis without fear of intimidation or reprisal. Nothing in this policy shall interfere with other established operational policies and processes. All disclosures pursuant to this policy are to be made to an Independent Non-Executive Director. The Board shall be apprised of disclosure matters which are serious in nature or of grave repercussions.

Confidential reports can be channeled online via this email address: whistle@wzs.my

Sustainability Policy

The Board has formalised the Group’s strategies on promoting sustainability. The Board and the Management are committed to continually improving the integration of sustainability into working environment and business processes, together with the accountability and transparency in the sustainability performance.

In order to operate with sustainability, the key impact areas are to ensure operations and services are safe for the employees, customers and that environmental quality considerations are incorporated into the Group’s daily business activities which are undertaken and accountable by every employee; create an inspiring workplace that helps to build a diverse work force which contributes to highest potential and commits to a harassment free working environment, where every employee is treated fairly and with respect; and to adhere to the requirements of all laws and regulatory requirements, standards and best practices to which the Group subscribes and establish and adopt high ethical values and ensure these practices are upheld across the business.

The Board Diversity Policy, Board Charter, Code of Conduct, Whistle Blowing Policy and Sustainability Policy are published on the Company’s corporate website at www.wzs.my.

Supply and Access to Information

The Board, in order to enable them to discharge their duties effectively, has full and unrestricted access to the Management and Company Secretaries for all information pertaining to the businesses and corporate affairs of the Group. If need arises, the Board may also seek appropriate external independent professional advice at the Group’s expense.

Prior to Board or Board Committee meetings, the agenda, minutes of previous meeting and board papers are circulated to the Directors to allow sufficient time to ensure that they receive the necessary information in advance so that they can review, consider and deliberate on the matters, and where necessary, obtain further information to facilitate informed decision making.

Qualified and Competent Company Secretary

The Board is supported by experienced and competent Company Secretaries in discharging its duties and responsibilities. The Board receives regular advice, updates and notices from the Company Secretaries to ensure compliance with applicable laws, regulations and corporate governance matters. The Company Secretaries attend and ensure that all Board and Board Committee meetings are properly convened and all deliberations and decisions are properly minuted and kept. They are also responsible in ensuring that Board’s policies and procedures are followed, and the applicable statutory and regulatory requirements are observed.

PRINCIPLE 2: STRENGTHENING THE BOARD’S COMPOSITION

Composition and Balance of the Board

The Board has fourteen (14) members comprising six (6) Executive Directors, six (6) Independent Non-Executive Directors and two (2) Alternate Directors. The present composition of the Board has the requisite number of Independent Non-Executive Directors as prescribed by the MMLR to facilitate effective and independent decision making and balance of power.

The Board Members have diverse backgrounds and experience in various fields. Collectively, these Board members bring their strength to bear on issues of oversight, strategy, performance, control, resource allocation and integrity. The Board is also well balanced as both the major and minority shareholders are also represented.

The Chairman of the Board is presently held by an Executive Director and in such instances, the Code recommends that the Board composition should consist of a majority of Independent Directors. Despite the Chairman being an Executive member of the Board, the Board considers its current size adequate given the existing scope and nature of the Group’s operations. The Board takes comfort in the presence of Independent Non-Executive Directors with distinguished records and credentials to ensure that there are independent views and judgments. The Independent Non-Executive Directors vocalise their concerns whenever necessary to ensure proper checks and balances are in place in Board decisions and implementation of policies.

The Board is satisfied that notwithstanding Tengku Dato’ Sri’s Executive Chairmanship, he has shown deep commitment, impartial leadership, and abilities in discharging his duties effectively. In order to ensure effective conduct of the Board, the Board conducts its proceedings in accordance with the statutory requirements and best practices. The Board has also appointed a Deputy Chairman of the Board, who is a Senior Independent Non-Executive Director. During the financial year, the Board had also appointed an additional Independent Non-Executive Director to reinforce independence and corporate governance.

In addition, the Board has identified Dato’ Amin Rafie Bin Othman, the Deputy Chairman cum Senior Independent Non-Executive Director to whom concerns may be conveyed by shareholders and the general public. Dato’ Amin Rafie Bin Othman is also the Chairman of the Nomination Committee and Remuneration Committee and a member of the Audit Committee.

The profiles of the members of the Board, are set out on pages 7 to 13 of this Annual Report.

Criteria for Recruitment

The Nomination Committee has the responsibility of evaluating, proposing and recommending new candidates for appointment to the Board and Committees to the Board. In reviewing and recommending to the Board any new appointment of a Director, the Nomination Committee considers:

  1. age, expertise, experience, professionalism, integrity, capability and such other factors which would contribute to the Board’s collective skills;
  2. composition requirements for the Board and Committees; and
  3. the number of directorships held by the candidate in other public listed companies i.e., not more than five (5). This ensures that their commitments, resources and time are focused on the affairs of the Group to enable them to discharge their duties effectively and to comply with the MMLR.

The process flow for the appointment of a new director is as follows:

process-flow

At the time of appointment, the Board shall obtain the Directors’ commitment to devote sufficient time to carry out their responsibilities. Directors are required to notify the Chairman before accepting any new directorship and they are aware of this requirement. In addition, they are required to indicate the time expected to be spent on the new appointment.

Board Performance Evaluation and Review

The Board carried out an annual assessment on the overall effectiveness of the Board as a whole, its Board committees and individual Directors. The objective is to improve the Board’s effectiveness by identifying gaps, addressing weaknesses and maximising strengths. Using a combination of self and peer assessments, Directors obtain feedback on their level of effectiveness on various performance aspects via a series of questions and answers. Responses from the Directors were analysed and presented to the Board, and areas requiring improvements are addressed by the Board and Management.

Re-election and Re-appointment of Directors

All newly appointed Directors are subject to re-election by the shareholders at the next Annual General Meeting (AGM) in accordance with the Company’s Articles of Association (the Articles).

The Articles also provide that at least one-third (1/3), or the number nearest one-third (1/3) of the remaining Directors shall retire from office and be eligible for re-election at each AGM provided that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election.

Accordingly, YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah, Mr. Tan Teng Heng, Mr. Tan Ching Kee and Dato’ Ir. Mohd Ghazali Bin Kamaruzaman will be retiring in accordance with Article 84 of the Articles; whilst Datuk Ahmad Nizam Bin Salleh will be retiring in accordance with Article 91 of the Articles.

Board Committees

To ensure the effective discharge of its fiduciary duties and responsibilities more effectively, the Board delegates specific responsibilities to Board Committees, namely the Audit Committee, Nomination Committee, Remuneration Committee, Shariah Advisory Committee, Long Term Incentive Plan Committee and Investment Committee.

All Committees function within and in accordance with clearly defined terms of reference that were approved by the Board. These Committees have unrestricted authority to examine issues and submit reports of their findings to the Board. As the Committees have no authority to make decisions on matters reserved for the Board, the recommendations would be deliberated by the Board for decisions.

The responsibilities, compositions and activities of the above mentioned Committees are described below:

  1. Nomination Committee

    The Nomination Committee is empowered by the Board among others to recommend to the Board the right candidate with the necessary skills, experience and competencies to be filled in the Board and Board Committees, re-election and re-appointment of Directors.

    The Nomination Committee also assesses the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director, including Independent Non-Executive Directors on an annual basis. The Directors are provided with a questionnaire to carry out the assessments with absolute anonymity and are based on their competence, capability, time commitment, integrity, participation and contribution in Board and committees. The results are then tabulated and presented to the Nomination Committee for its review and recommendation to the Board for notation. A summarised version of the results is circulated to each Director for their information. The criteria that are used in the assessments of the Board/Committees include the required mix of skills and experience and the effectiveness of the Board/Committees.

    During the financial year under review, the Nomination Committee held two (2) meetings to deliberate and report to the Board on the following:

    • review of the profile and nomination of new Board member;
    • assessment of the independence of independent directors;
    • review of the Directors who were due for re-election by rotation and re-appointment;
    • review of the retention of independent directors whose tenure have exceeded nine (9) years;
    • review of the Board’s representation and the required mix of skills and experience and assessing the effectiveness of the Board as a whole;
    • review of the current size and composition of the Board;
    • review and deliberation on the findings and outcomes of the assessments of the Board, Board Committees and Directors; and
    • review of the term of office and performance of the Audit Committee and each of its members.

    The terms of reference of the Nomination Committee is available for reference on the Company’s website at www.wzs.my

    All members of the Nomination Committee are Independent Non-Executive Directors. The details of the members and their attendance during the financial year are as follows:

    wzs

  2. Remuneration Committee

    This Committee is primarily responsible for reviewing and recommending the appropriate level of remuneration for the Executive Directors and the Non-Executive Directors.

    The Remuneration Committee’s responsibilities include the following:

    • To set, review, recommend and advise the policy framework on all elements of the remuneration such as reward structure, fringe benefits and other terms of employment of Executive Directors having regard to the overall Group policy guidelines/framework;
    • To advise the Board on the performance of the Chief Executive Officer and Executive Directors, and an assessment of their entitlements to performance related pay; and
    • To review the history of and proposals for the remuneration package of the Board’s committees.

     

    Remuneration Policy

    The Board believes that appropriate and competitive remuneration is important to attract, retain and motivate Directors of the necessary calibre, expertise and experience to lead the Group. In line with this philosophy, remuneration for the Executive Directors is aligned to individual and corporate performance. For Non-Executive Directors, the fees are set based on the responsibilities shouldered by the respective Directors. Individual Directors do not participate in determining their own remuneration package.

    The Remuneration Committee recommends the policy for assessing the compensation package for the Executive Directors. It also reviews and recommends to the Board for approval the remuneration packages and other employment conditions for the Executive Directors.

    The remuneration of Executive Directors is made up of basic salaries, monetary incentives and fringe benefits; and is linked to the achievement of corporate performance targets. Salaries for Executive Directors consist of both fixed (i.e. base salary) and variable (performance-based incentive) remuneration components. The remuneration levels of Executive Directors are structured to enable the Company to attract and retain the most qualified Executive Board members. The Company may provide competitive benefits to Executive Directors, such as a fully expensed car or cash alternative in lieu of car, company driver, fuel expenses, private medical insurance and life insurance. Allowances relating to business expenses (i.e. entertainment and travel) incurred are reimbursed such that no additional compensation is given to the Executive Directors.

    The remuneration of Non-Executive Directors is made up of Directors’ fees and meeting allowances. The level of remuneration for Non-Executive Directors shall reflect the experience and level of responsibilities undertaken by the Non-Executive Director concerned. The remuneration of a Non-Executive Director shall not be based on commission, the percentage of profits, or turnover. Non-Executive Directors are not entitled to receive performance-based bonuses nor participate in short-term and/or long-term incentive plans. The emoluments of Non-Executive Directors are reviewed by the Remuneration Committee and Board annually.

    Details of the Directors’ remuneration for the financial year ended 31 August 2016 are as follows:

    Remuneration1

    Remuneration2

    The aggregate remuneration paid to Directors by the Company during the year, is analysed into the followings bands:

    During the financial year, the Committee conducted one (1) meeting to review the remuneration of all Executive Directors, their performance, their terms of service agreement, bonuses and to perform a self-assessment of its performance. The details of the members and their attendance during the financial year are as follows:

  3. Audit Committee

    Composition of the Audit Committee, its function and a summary of its activities are set out on pages 37 to 40 of this Annual Report.

  4. Shariah Advisory Committee

    The Shariah Advisory Committee was established on 1 April 2016 to perform an oversight role on Shariah matters related to the Group’s business operations and activities. The Shariah Advisory Committee shall be responsible and accountable for all its decisions, views and opinions related to Shariah matters. The Shariah Advisory Committee shall ensure that decisions are made after undergoing rigorous and robust research and deliberation exercises.

    The details of the members and their attendance during the financial year are as follows:

    shariah-advisory

    Main duties of the Shariah Advisory Committee shall include:

    • Provide Advice to the BoardThe Shariah Advisory Committee shall advise the Board and provide input to the Company on Shariah matters in order for the Company to comply with Shariah principles at all times.
    • Endorse Shariah Policies and Procedures The Shariah Advisory Committee shall endorse Shariah policies and procedures prepared by the Company and ensure that the contents do not contain any elements which are not in line with Shariah principles.
    • Assist Related Parties on Shariah Matters upon Request for Advice The related parties of the Company such as its legal counsel, auditors or consultant may seek advice on Shariah matters from the Shariah Advisory Committee. The Shariah Advisory Committee is expected to provide the necessary assistance to the requesting party to ensure compliance and subscription with Shariah principles.
    • Provide Written Shariah Opinion The Shariah Advisory Committee is required to record any opinion given. In particular, the Shariah Advisory Committee shall prepare written Shariah opinions where the Company makes reference to the Shariah Advisory Committee for further deliberation.

    Dato’ Syed Kamarulzaman Bin Dato’ Syed Zainol Khodki Shahabudin has been appointed as Chairman of the Syariah Advisory Committee and he has been tasked to recommend the relevant members to the Nomination Committee for deliberation.

  5. Long Term Incentive Plan Committee

    The Long Term Incentive Plan Committee was established to implement and administer the Executive Share Option Scheme and Executive Share Grant Scheme.

    The details of the members are as follows:
    ltip

    The Long Term Incentive Plan Committee’s terms of reference includes the following:

    • set the criteria and determine the eligibility of any employee or any Director to participate in the Long Term Incentive Plan Scheme;
    • determine the number of shares to be comprised in an offer to be made to any employee or any Director;
    • impose condition(s), if any, on any Long Term Incentive Plan option granted, preventing its exercise unless such condition(s)
      has been complied with;
    • determine the manner in which any employee or any Director being made an offer to participate in the Long Term Incentive
      Plan Scheme may accept such an offer;
    • suspend, reinstate, vary or cancel the rights of a Grantee where it is deemed appropriate;
    • determine the rate of discount to and the subscription price of the option; and
    • hear any dispute raised by any employee on any matter in relation to the Long Term Incentive Plan Scheme and after due
      consideration, issue its decision.

  6. Investment Committee

    The Investment Committee was established on 23 September 2016 with the principle objective to make day-to-day investment decisions up to the pre-approved limit determined by the Board of Directors.

    The details of the members are as follows:

    investment

    The Investment Committee’s terms of reference includes the following:

    • to invest up to the prescribed amount as determined by the Board from time to time;
    • to evaluate and recommend to the Board, proposals on new investments and divestments of significant value for the Board’s
      approval;
    • to conduct annual evaluations of the Group’s investment activities;
    • to act in line with the directions of the Board of Directors; and
    • to consider and examine such other matters as the Investment Committee considers appropriate.

    During the financial year, the Board established LTIP Committee to implement and administer the Executive Share Option Scheme and Executive Share Grant Plan under the LTIP of the Company.

PRINCIPLE 3: REINFORCING INDEPENDENCE

Board Independence

Independence is important for ensuring objectivity and fairness in the Board’s decision making. In order to uphold the independence of Independent Directors, the Board has adopted the following recommendations of the Code as the Board’s policies:

  1. subject to the Board’s justification and shareholders’ approval, tenure of Independent Directors should not exceed a cumulative year of nine (9) years; and
  2. undertake annual assessment of independence of its Independent Directors based on a set of criteria established by the Nomination Committee focusing on events that would affect the ability of Independent Directors to continue bringing independent and objective judgment for board deliberation and the regulatory definition of Independent Directors and apply these criteria upon admission, annually and when any new interest or relationship develops.

Based on the annual assessment carried out, the Nomination Committee and the Board are satisfied that Dato’ Amin Rafie Bin Othman and Dato’ Yeong Kok Hee, who have served the Board for more than nine (9) years to-date, remain objective and independent in expressing their views and in participating in deliberations and decision makings of the Board and Board Committees. The length of their service on the Board does not in any way interfere with their exercise of independent judgment and ability to act in the best interests of the Company.

The Board concurred that the continuous contributions of Dato’ Amin Rafie Bin Othman and Dato’ Yeong Kok Hee are beneficial to the Board and the Company as a whole. In view thereof, the Board recommends and supports their retention as Independent Directors of the Company which will be tabled for shareholders’ approval at the forthcoming Twelfth Annual General Meeting of the Company. Details of the assessments are disclosed in the Notice of the Twelfth Annual General Meeting enclosed in this Annual Report.

PRINCIPLE 4: FOSTERING COMMITMENT

Board Meetings

The Board meets at least once every quarter and on other occasions, as and when necessary, inter-alia, to approve quarterly financial results, annual report, business plans and budgets as well as to review the performance of the Group, its operating subsidiaries and other business development activities. Management and external advisors (when needed) are invited to attend the Board and Board Committee meetings and to provide their inputs and advices on relevant matters.

The attendance record of individual Directors at the Board meetings for the financial year ended 31 August 2016 is detailed below:

board-meetings

The Board is satisfied with the level of commitment given by the Directors towards fulfilling their roles and responsibilities as Directors. This, amongst others, is evidenced by the attendance record of the Directors at Board meetings.

The minimum 50% attendance requirement as stipulated in the MMLR has been complied with.

Directors’ Training

The Board recognises the need to attend training to enable the Directors to discharge their duties effectively. Under the Code, the training needs of each Director would be identified and proposed by the individual Director and the Nomination Committee annually upon the completion of Director performance appraisals. The Nomination Committee continues to evaluate and assess the training needs of the Directors to ensure professionalism in discharging their duties and recommends to the Board accordingly.

The Board encourages its members to enhance their skills and knowledge on relevant new laws, regulations and changing commercial risks and to keep abreast with the developments in the economy, industry and technology. During the financial year under review, the Directors attended the following seminars, conferences and programmes:

  1. Corporate Governance (“CG”) Breakfast Series with Directors: Future of Auditor Reporting – The Game Changer for Boardroom
  2. 2015 Business and Tax Seminar
  3. CG Breakfast Series with Directors: “Board Reward and Recognition”
  4. Corporate Seminar February 2016 Global Market Outlook
  5. TS 16949 Training – Statistical Process Control (SPC) and Measurement System Analysis (MSA)
  6. Risk Management & Internal Control Workshop 2015
  7. Audit Committee Conference 2016
  8. Risk Management Programme for Audit and Risk Committee: I Am Ready to Manage Risks
  9. Bursa Malaysia’s Breakfast Series: Future of Auditor Reporting – The Game Changer for Boardroom
  10. Malaysian Property Seminar – Laws Critical Issues and Future Developments
  11. Risk Management Assessment Overview in line with ISO 9001 requirement
  12. Risk Management Review
  13. Corporate Governance Breakfast Series with Directors: The Strategy, the Leadership, the Stakeholders and the Board
  14. 3rd International OTEC Symposium Kuala Lumpur 2015
  15. The 11th Malaysia Plan Realising Green Growth: Sustainable and Resilient Infrastructure as the Game Changer

PRINCIPLE 5: UPHOLDING INTEGRITY IN FINANCIAL REPORTING

Financial Reporting

The Board is responsible for ensuring that the quarterly financial reporting and annual audited financial statements of the Company present a true and fair view of the Group’s financial position, performance and prospects. The Board ensures that the Group’s financial statements are drawn up in accordance with the provisions of the Companies Act, 1965, MMLR and applicable financial reporting standards.

The Board is assisted by the Audit Committee in reviewing and scrutinising the information in terms of the appropriateness, accuracy and completeness of disclosure and in ensuring that the Group’s financial statements comply with applicable financial reporting standards. The Audit Committee reviews and monitors the accuracy and integrity of the Group’s quarterly and annual financial statements and submits these statements to the Board for the Board’s approval and release within the stipulated time frame.

Independence of External Auditors

The Board has maintained a transparent and professional relationship with the Group’s External Auditors through the Audit Committee.

The Group’s External Auditors are invited to attend the Audit Committee meetings when deemed necessary. During the year, the Audit Committee has met with the External Auditors on 22 October 2015 and 21 July 2016 without the presence of the management to review the scope and adequacy of the audit process, the financial statements and their audit findings that may require the attention of the Audit Committee and Board.

The Audit Committee, as part of its review processes, has obtained assurance from the External Auditors confirming that they have in place policies on rotation (every 5 years) for partners of an audit engagement to ensure objectivity, independence and integrity of the audit and declared their independence throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements. Annually, the Audit Committee also reviews the appointment, performance and remuneration of the External Auditors including audit and non-audit services, to ensure that the independence and objectivity of the External Auditors are not compromised, before recommending them to the shareholders for re-appointment in the Annual General Meeting. The Group has adopted a Policy on the Provision of Non-Audit Services by External Auditors which governs the circumstances under which contracts for the provision of non-audit services can be entered into and procedures that must be followed by the External Auditors. The Audit Committee has ensured that the External Auditors are a suitable service provider of the non-audit services based on their skills and experience. The Audit Committee also considered the nature of the non-audit services and the related fee levels (both individually and in aggregate) relative to the audit fee to ensure independence of the External Auditors.

The Audit Committee, after due deliberations has recommended the reappointment of Messrs. Baker Tilly Monteiro Heng as External Auditors for the financial year ending 31 August 2017. The Board at its meeting held on 8 December 2016 approved the Audit Committee’s recommendation. The appointment of Messrs. Baker Tilly Monteiro Heng will be presented for shareholders’ approval at the forthcoming Twelfth Annual General Meeting.

PRINCIPLE 6: RECOGNISING AND MANAGING RISK

The Board acknowledges that risk management is an integral part of good management practices. Risk is inherent in all business activities. It is not the Group’s objective to eliminate risk totally, but to review, prioritise and manage the risks involved in all the Group’s activities and to balance between the cost of managing and treating risks, and the anticipated benefits that will be derived. Further details of the Group’s state of risk management and internal control systems are reported in the Statement on Risk Management and Internal Control on pages 41 to 43.

The Board has established an internal audit function which is currently outsourced to a professional firm. Functionally, the Internal Auditors’ report to the Audit Committee directly and they are responsible for conducting reviews and appraisals of the effectiveness of the governance, internal controls and processes within the Group.

PRINCIPLE  7: ENSURING TIMELY AND HIGH QUALITY DISCLOSURE

The Group has in place the Corporate Disclosure Policy, which aims to assist the Board in furnishing information which is comprehensive and accurate and is made on a timely basis and to ensure that communications to the investing public are accurate, timely, factual, informative, balanced, broadly disseminated and in compliance with applicable legal and regulatory requirements. The policy applies to all Directors, employees and authorised spokespersons of the Group on the handling and disclosing of material information irrespective of their seniority or designation.

The Board maintains strict confidentiality and employs best efforts to ensure that no disclosure of material information is made selectively to any third parties.

The Board is advised by the Management, the Company Secretaries and the External and Internal Auditors on the contents and timing of disclosure requirements of the MMLR on the financial results and various announcements.

The Board leverages on its corporate website (www.wzs.my) to communicate, disseminate and add depth to its governance reporting. The Board Charter was formalised and published in the section dedicated for corporate governance in its present corporate website.

Other principal governance information such as the Committees’ terms of reference are published in the website to avoid the dilution of issues in the Annual Report or various other announcements.

PRINCIPLE 8: STRENGTHENING RELATIONSHIP BETWEEN THE COMPANY AND ITS SHAREHOLDERS

The Board recognises the need for transparency and accountability to the Company’s shareholders and for regular communications with its shareholders, stakeholders and investors on the performance and major developments in the Group. This is achieved through timely releases of quarterly financial results, circulars, annual reports, corporate announcements and press releases. The Management attends meetings with institutional shareholders, analysts and members of the press to clarify information announced regarding the Group’s performance and strategic direction as and when needed and/or requested.

General meetings are an important avenue through which shareholders can exercise their rights. The Board will ensure suitability of venue and timing of meeting and undertake other measures to encourage shareholders’ participation in the meetings. At general meetings, shareholders are given the opportunity to seek clarification on any matter pertaining to the business activities and financial performance of the Group.

Pursuant to the MMLR, any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting, must be voted by poll. Hence, voting for all the resolutions as set out in the forthcoming and future general meetings will be conducted as such.

COMPLIANCE WITH THE CODE

The Board has reviewed, deliberated and approved the statement on Corporate Governance. The Board is satisfied that the Corporate Governance Statement provides the information necessary to enable shareholders to evaluate how the Code has been applied and that the Company has fulfilled its obligation under the Code, MMLR and all applicable laws and regulations throughout the financial year, save for the relevant exceptions as highlighted.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are responsible for ensuring that:

  1. The annual audited financial statements of the Group and the Company are drawn up in accordance with applicable approved Malaysian Financial Reporting Standards, the provisions of the Companies Act, 1965 and the MMLR so as to give a true and fair view of the state of affairs of the Group and the Company for the financial year, and
  2. Proper accounting and other records are kept which enable the preparation of the financial statements with reasonable accuracy and by taking reasonable steps to ensure that appropriate systems are in place to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

In the preparation of the financial statements for the financial year ended 31 August 2016, the Directors have adopted appropriate accounting policies and have applied them consistently in the financial statements with reasonable and prudent judgments and estimates. The Directors are satisfied that all relevant approved Malaysian Financial Reporting Standards have been followed in the preparation of the financial statements.