Wong Engineering Berhad : WEC CG Report 2021

`STOCK CODE	:	7050
COMPANY NAME	:	WONG ENGINEERING CORPORATION BERHAD
FINANCIAL YEAR	:	October 31, 2021

OUTLINE:

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

SECTION B - DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA

Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.

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SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.1

The board should set the company's strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. The board should set the company's values and standards, and ensure that its obligations to its shareholders and other stakeholders are understood and met.

Application	:	Applied
Explanation on	:	The Audit Committee and the Board of Directors ("Board") met with
application of the		representatives from Management on a quarterly basis where Management
practice		reported on the performance and results of the business of the Company
		and the Group which are benchmarked against the previous year.
		In accepting report on risk management, the Board noted identification of
		risks which focussed on strategic, operational and internal controls as well
		as mitigation of the same.
		The Board had approved the Annual Budget for FY2022 and the Board
		members had a robust discussion with the Executive Directors (representing
		Management) on the perspectives and assumptions in formulating the
		Annual Budget for FY2022.
		The Board has established clear functions reserved for the Board and those
		delegated to Management. The Board is responsible for the overall business
		framework within which the Group operates. This is formalised into a
		schedule of events that is reserved for the Board and these included
		determining overall group strategy and direction to approving acquisitions
		and divestments, business plan, budgets, capital expenditures, quarterly and
		annual financial results as well as monitoring financial and operational
		performance against targets. Management is responsible for the execution
		of activities to meet corporate plans as well as instituting various measures
		to ensure due compliance with various governing legislations.
Explanation for	:
departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure	:
Timeframe	:

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Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.2

A Chairman of the board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed.

Application	:	Applied
Explanation on	:	Datuk Haji Muhamad Shapiae Bin Mat Ali is the Independent Non-Executive
application of the		Chairman of the Board. His profile is outlined under Profile of Directors in
practice		the Annual Report 2021.
		Datuk Haji Chairman leads governance activities on the Board, creates a
		conducive environment geared towards building and growing Directors'
		oversight and effectiveness and ensures that appropriate issues are
		discussed by the Board in a timely manner. Essentially, the Chairman ensures
		that no member dominates discussion so that appropriate discussions take
		place and that relevant opinions among Board members are forthcoming.
		Datuk Haji Chairman also ensures that every Board resolution is put to vote
		with the will of majority to prevail. He also chairs the general meetings and
		ensures that the conduct of the same in order by ensuring proper flow of
		resolutions tabled at these meetings and managing communication from the
		shareholders. He encourages active participation from shareholders during
		the questions and answers session.
		The roles and responsibilities of the Chairman of the Board are stated in the
		Board Charter, which is published on the Company's website at
		www.wec.com.my.
Explanation for	:
departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure:

Timeframe:

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Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.3

The positions of Chairman and CEO are held by different individuals.

Application	:	Applied
Explanation on	:	The Board has always made the distinction that the position of the Chairman
application of the		and the Chief Executive Officer ("CEO") does not reside with the same
practice		person to ensure organisational check and balance for better governance.
		There is a clear and separate division of responsibility in the roles and duties
		of the Chairman and CEO.
		Mr Yong Loy Huat is the CEO and he leads Management and is responsible
		for the day-to-day business and operational management of the Group and
		has overall responsibilities over the daily conduct of operating units, human
		resource management with respect to key positions in the Group's
		hierarchy, financial management and business affairs as well as
		organisational effectiveness and implementation of Board policies and
		decisions.
Explanation for	:
departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure:

Timeframe:

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Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.4

The board is supported by a suitably qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices.

Application	:	Applied
Explanation on	:	The Company Secretaries of the Company are qualified to act as Company
application of the		Secretary under Section 235(2) of the Companies Act 2016 as all are
practice		members of the MAICSA (Malaysian Institute of Chartered Secretaries &
		Administrators).
		The Company Secretary is responsible for advising the Board on regulatory
		requirements and corporate governance matters.
		The Company Secretary, is present at all meetings to record deliberation,
		issues discussed and conclusions in discharging her duties and
		responsibilities and also provide advice in relation to relevant regulations
		and legislations.
		Other roles of the Company Secretary include coordinating on the
		preparation of Board papers with Management, ensure Board procedures
		and applicable rules are observed and maintaining records of the Board as
		well as provide timely dissemination of information relevant to the
		Directors' roles and functions and keeping them updated on evolving
		regulatory requirements.
Explanation for	:
departure

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

Measure:

Timeframe:

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