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WCT Berhad (66538-K) annual report 2011 37 STATEMENT ON CORPORATE GOVERNANCE The Board of Directors of WCT Berhad (“the Company”) fully supports and is committed to the principles and best practices set out in Parts 1 and 2 of the Malaysian Code on Corporate Governance (“the Code”) respectively to ensure that the highest standards of corporate governance are practised throughout the Group. This statement outlines how the Group has applied the principles laid down in the Code. Except for matters specifically identified, the Board of Directors has complied with the best practices set out in the Code. DIRECTORS The Board The Group is led by a sound and experienced Board which plays an important role in the stewardship of its direction and operations. It focuses mainly on strategies, financial performance and critical business issues, including the following specific areas to ensure that the governance of the Group is firmly in its hands:- • Business plan and direction of the Group • The Group strategic action plans • Financial performance • Acquisition and divestment policy • Major investment decisions • Internal control system The Board also has a well-defined framework on the various categories of matters that require the Board’s approval, endorsement or notation as the case may be. The Board is ably supported by the Management Committee, whose responsibility is to implement the Group’s strategy. The Statement on Internal Control as disclosed in this Annual Report sets out the membership, functions, roles and responsibilities of the Management Committee. The Board meets at least four (4) times a year, with additional meetings to be convened as necessary. Issues deliberated at such meetings and the relevant decisions made are duly minuted. During the financial year ended 31 December 2011, five (5) meetings were held. Details of the attendance of the Directors at the Board Meetings are as follows: Directors No. of meetings attended Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid 5/5 Taing Kim Hwa 5/5 Goh Chin Liong 5/5 Choe Kai Keong 5/5 Loh Siew Choh (resigned on 9 July 2011) 3/3 Liang Kai Chong 5/5 Cheah Hon Kuen 5/5 Choo Tak Woh 5/5 In the intervals between Board meetings, for exceptional matters requiring urgent Board decisions, Board approvals are sought via circular resolutions which are attached with sufficient and relevant information required for an informed decision to be made. Where a potential conflict arises in the Group’s investment, projects or any transactions involving Director’s interest, such Director is required to declare his interest and abstain from further discussion and the decision making process.
38 WCT Berhad (66538-K) annual report 2011 STATEMENT ON CORPORATE GOVERNANCE cont’d Board Balance As at 31 December 2011, the Board comprises seven (7) members, four (4) of whom are Executive Directors and the remaining three (3) are Independent Non-Executive Directors. Each Director’s brief profile is presented under the section titled “Profiles of Directors” of this Annual Report. There is a clear division of responsibility between the Chairman and the Managing Director of the Group in order to provide for balance of power and authority. The Chairman is an Independent Non-Executive Director and has not held any executive positions in the Group. He is responsible for ensuring the Board’s effectiveness and conduct as well as facilitating constructive deliberation of all matters presented. The Managing Director has overall responsibility for the operating units, organisational effectiveness and implementation of the Board’s policies and decisions. Although all the Executive Directors have an equal responsibility for the Group’s operations, the presence of the Independent Non-Executive Directors on the Board fulfils an important role in ensuring corporate accountability, as they provide unbiased and independent views, advice, opinions and judgments to take into account the interests, not only of the Group but also of the shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business. The Board is satisfied that the current Board composition fairly reflects the interest of the minority shareholders of the Company. The Independent Non-Executive Directors are actively involved in the various Board Committees and visit the Group’s project sites both local and overseas in getting a first hand assessment. They provide broader views, independent assessments and opinions on management proposals. On 17 November 2011, the Board has appointed Mr Choo Tak Woh as the Senior Independent Non-Executive Director to whom concerns may be conveyed. The Board has reviewed and is satisfied that its current size and composition provides an effective blend of entrepreneurship, business and professional expertise in general management, finance and technical areas of the industries the Group is involved in. The mixture of skills and experience is vital for the continued success and direction of the Group. A key strength of this structure has been the speed of decision-making on critical matters. Board Committees Where appropriate, matters have been delegated to Board Committees, all of which have written terms of reference to assist the Board in discharging its duties and responsibilities. The Board receives the reports of their proceedings and deliberations at its scheduled Board meetings. (1) Audit Committee The composition of the Audit Committee is in compliance with the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), including the requirement that all its members are non-executive directors with independent non-executive directors forming the majority and one of the members being a qualified accountant. The primary objective of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities relating to the Group’s financial reporting and internal control systems. Details of the Audit Committee’s terms of reference and activities during the financial year are disclosed in the Audit Committee Report. The Audit Committee is able to obtain external professional advice and where necessary, invite outsiders with relevant experience to attend its meeting to seek opinions, viewpoints and clarifications.
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6. INVESTMENT PROPERTIES WCT Berhad
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11. CONCESSION ASSETS WCT Berhad (6
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13. TRADE RECEIVABLES cont’d (a)
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15. DUE FROM/(TO) RELATED PARTIES c
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19. OTHER PAYABLES WCT Berhad (6653
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20. BORROWINGS cont’d Total borro
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24. TERM LOANS Secured WCT Berhad (
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26. ISLAMIC SERIAL REDEEMABLE BONDS
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29. SHARE CAPITAL WCT Berhad (66538
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30. IRREDEEMABLE CONVERTIBLE PREFER
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32. RESERVES WCT Berhad (66538-K) a
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33. NON�CONTROLLING INTEREST WCT
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37. OTHER OPERATING INCOME/�LOSS
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40. TAXATION Tax expense for the ye
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41. EARNINGS PER SHARE (i) Basic WC
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42. DIVIDENDS cont’d Recognised d
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No. Location Description 1. Master
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No. Location Description 7. Seven (
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(2) Thirty Largest Shareholders con
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(2) Thirty Largest ICPS Holders WCT
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(2) Thirty Largest Warrants Holders
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(2) Thirty Largest Warrants Holders
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(2) Directors’ Interests in Warra
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WCT Berhad (66538-K) annual report
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Meeting : 31st Annual General Meeti
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I/We WCT Berhad (66538-K) (Incorpor
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IXORA CAMELLIA Double-storey bungal
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