Widad - Corporate Governance Report 2021

CORPORATE GOVERNANCE REPORT
STOCK CODE : 0162

COMPANY NAME : WIDAD GROUP BERHAD
FINANCIAL YEAR : December 31, 2022
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.
1
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 Board shall strive to ensure that the Company and its
application of the subsidiaries (“Group”) are managed to achieve the set objectives.
practice This responsibility of the Board would be an active and not passive
responsibility. The Board shall ensure that the management has in
place the appropriate processes for risk management, internal
control and the monitoring of performance against agreed
benchmarks. The Board shall work with senior management as
collaborators in advancing the interests of the Group. However, the
Board shall not be too accepting of the management’s views and
shall test and question the management’s assertions, monitor
progress, evaluate management’s performance and will, where
warranted, take corrective action.
The Board assumes the following key responsibilities:
• Review and approve the strategies, business plans and significant

policies after satisfying themselves that management has taken
into account all the relevant and appropriate considerations in
establishing the strategies, plans and policies;
• Ensure a competent management by establishing policies for

strengthening the performance of the Group with a view to
proactively build the business through innovation, initiative,
technology, new products and the development of its business
capital;
• Monitor implementation, progress and performance of the

strategies, policies, plans, legal and fiduciary obligations that affect
the business by adopting performance appraisal measures;
Evaluate whether the business is being properly managed and to

ensure that the solvency of the Group and the ability of the Group
to meet its contractual obligations and to safe guard the Company’s
2
assets;
• Ensure that the Group has appropriate business risk management

process, including adequate control environment be it the internal
control systems and management information systems, systems for
compliance with applicable laws, regulations, rules, directives and
guidelines and controls in areas of significant financial and business
risks;
• Establish various Board Committees and ensure their effectiveness

to address specific issues, by considering recommendations of the
various board committees and acting on their reports;
• Ensure that the financial statements of the Company and Group are
fairly stated and otherwise conform with the relevant regulations
including acceptable accounting policies that result in balanced and
understandable financial statements;
• Ensure that the Group adheres to high standards of ethics and

corporate behavior including transparency in conduct of business.
• Ensure that there is in place an appropriate investor relation and

communication policy;
• Ensure that the Company’s corporate disclosure are in compliance

with the disclosure requirements as set out in the Bursa Malaysia
Listing Requirements; and
• Ensure wider usage of information technology in communicating

with stakeholders including establishing a dedicated section for
corporate governance on the Company’s website.
To ensure the effective discharge of its function and responsibilities,

the Board has delegated specific responsibilities to the following
Committees:
Audit Committee (“AC”)

Nomination Committee (“NC”)
Remuneration Committee (“RC”)
All Committees have written terms of reference. The Chairman of

the respective Committees will report to the Board the outcome of
the Committees meetings for the Board’s consideration and
approvals.
Explanation for :
departure
3
Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :
Timeframe :
4
Intended Outcome
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 : Departure
Explanation on :
application of the
practice
Explanation for : The Board currently has no Chairman.

departure
The Board will take steps towards the appointment of the Chairman
to reflect the Company’s commitment towards instilling good
corporate governance practices, leadership and effectiveness of the
Board
Measure : Not applicable
Timeframe : Within 5 years
5
Intended Outcome
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Explanation on : The Company currently has no Chairman.

application of the
practice The position of MD is held by Dato’ Dr. Mohd Rizal Bin Mohd Jaafar
Chairman and MD duties and responsibilities are clearly defined in

the Board Charter, and a copy of the Board Charter can be accessed
in the Company’s website, www.widadgroup.com.
Explanation for :
departure
Measure :
Timeframe :
6
Intended Outcome
Practice 1.4
The Chairman of the board should not be a member of the Audit Committee, Nomination
Committee or Remuneration Committee
Note: If the board Chairman is not a member of any of these specified committees, but the board
allows the Chairman to participate in any or all of these committees’ meetings, by way of invitation,
then the status of this practice should be a ‘Departure’.
Explanation on :
application of the
practice
Explanation for : The Board currently has no Chairman.

departure
The Board will take steps towards the appointment of the Chairman
not from the member of the Audit Committee, Nomination
Committee or Remuneration Committee.
Timeframe : Others Not applicable
7
Intended Outcome
Practice 1.5
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.
Explanation on : The Company Secretaries are qualified Chartered Secretaries,

application of the under the prescribed body as permitted by Companies Act 2016.
practice The appointment and removal of the Company Secretaries are
under the purview of the Board of Directors.
The Company Secretaries update the Board on the changes to the

statutory and regulatory requirements from time to time at Board
meetings. The Company Secretaries also notified the Directors and
Principal Officers on the closed period for trading in the Company’s
securities, in accordance with Chapter 14 of the ACE Market Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”).
The Company Secretaries play an important role in the annual

general and extraordinary general meetings in ensuring that the due
processes and proceedings are in place and properly managed.
During the meeting, the Company Secretaries will assist the
Chairman and the Board in the conduct of the meetings and ensure
the minutes are properly recorded, particularly questions and issues
raised by the shareholders.
Explanation for :
departure
Measure :
Timeframe :
8
Intended Outcome
Practice 1.6
Directors receive meeting materials, which are complete and accurate within a reasonable
period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a
timely manner.
Explanation on : The Directors have full and unrestricted access to all information
application of the pertaining to the Company’s business and affairs so as to enable
practice them to discharge their responsibilities. Prior to the Board meetings,
the Directors are provided with the agenda together with the Board
papers on issues to be discussed in a timely manner. The Board
papers are sent out via emails or physical copies to all Directors at
least 5 days before the Board Meetings. Exceptions may be made for
certain ad-hoc or urgent instances when Directors’ consent to
shorter notice.
Explanation for :
departure
Measure :
Timeframe :
9
Intended Outcome
There is demarcation of responsibilities between the board, board committees and
management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
The board has a board charter which is periodically reviewed and published on the company’s
website. The board charter clearly identifies–
▪ the respective roles and responsibilities of the board, board committees, individual
directors and management; and
▪ issues and decisions reserved for the board.
Explanation on : The Company’s Board Charter clearly identifies the respective roles
application of the and responsibilities of the board, board committees and individual
practice directors including Executive Directors and Non-Executive Directors.
The Board regularly reviews this charter to ensure they remain

consistent with the Board’s objectives and responsibilities. The
Board Charter was last reviewed on 10 June 2020.
The Board Charter is published on the Company’s website,

www.widadgroup.com.
Explanation for :
departure
Measure :
Timeframe :
10
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.1
The board establishes a Code of Conduct and Ethics for the company, and together with
management implements its policies and procedures, which include managing conflicts of
interest, preventing the abuse of power, corruption, insider trading and money laundering.
The Code of Conduct and Ethics is published on the company’s website.
Explanation on : The Board of Directors has conducted themselves in an ethical

application of the manner while executing their duties and functions and complied
practice with the Company Directors’ Code of Ethics. The said Code establish
a standard of ethical behaviour for the Directors to uphold sincerity,
integrity, responsibility and social responsibility in line with the
legislation, regulations and guidelines for administrating the
Company.
A copy of the policy is available at the Company’s website at

www.widadgroup.com.
Explanation for :
departure
Measure :
Timeframe :
11
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.2
The board establishes, reviews and together with management implements policies and
procedures on whistleblowing.
Explanation on : The Company has adopted Whistleblowing policy to safeguard the

application of the Company’s interest and also to protect the whistleblower interest.
practice The policy spells out the types of misconduct, malpractice and
irregularity, and how the reporting and investigations will be
carried out. The Company expects all employees to observe the
policy in the conduct of day-to-day business.
A copy of the policy is available at the Company’s website at

www.widadgroup.com.
Explanation for :
departure
Measure :
Timeframe :
12
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic
manner to support its long-term strategy and success.
Practice 4.1
The board together with management takes responsibility for the governance of sustainability
in the company including setting the company’s sustainability strategies, priorities and targets.
The board takes into account sustainability considerations when exercising its duties including
among others the development and implementation of company strategies, business plans,
major plans of action and risk management.
Strategic management of material sustainability matters should be driven by senior

management.
Explanation on :
application of the
practice
Explanation for : The Board has not set the sustainability strategies, priorities and targets
departure and will endeavour to do so in due course.
13
Intended Outcome
Practice 4.2
The board ensures that the company’s sustainability strategies, priorities and targets as well
as performance against these targets are communicated to its internal and external
stakeholders.
Explanation on :
application of the
practice
Explanation for : The Board will endeavour to implement the sustainability targets,
departure priorities and targets within its responsibilities in due course.
14
Intended Outcome
Practice 4.3
The board takes appropriate action to ensure they stay abreast with and understand the
sustainability issues relevant to the company and its business, including climate-related risks
and opportunities.
Explanation on :
application of the
practice
Explanation for : The Board will look into keeping up with the relevant measures to
departure ensure the relevant issues are address.
15
Intended Outcome
Practice 4.4
Performance evaluations of the board and senior management include a review of the
performance of the board and senior management in addressing the company’s material
sustainability risks and opportunities.
Explanation on :
application of the
practice
Explanation for : The Board has not updated the evaluation method and format to cater
departure for the aforesaid review but will endeavour to do so in due course.
16
Intended Outcome
Practice 4.5- Step Up

The board identifies a designated person within management, to provide dedicated focus to
manage sustainability strategically, including the integration of sustainability considerations in
the operations of the company.
Note: The explanation on adoption of this practice should include a brief description of the
responsibilities of the designated person and actions or measures undertaken pursuant to the role in
the financial year.
Application : Not Adopted
Explanation on :
adoption of the
practice
17
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.
Practice 5.1
The Nomination Committee should ensure that the composition of the board is refreshed
periodically. The tenure of each director should be reviewed by the Nomination Committee
and annual re-election of a director should be contingent on satisfactory evaluation of the
director’s performance and contribution to the board.
Explanation on : During the year, the Nomination Committee conducted

application of the assessment on the effectiveness of the Board, its Committee and
practice the contribution of each Director.
During the annual assessment exercise, the Directors are given

performance evaluation form to complete. In addition, Directors
who are members of the Board Committees are given additional
performance evaluation sheets for the respective Board
Committees to complete. Sufficient time is given to the Directors
to complete the forms. All assessments and evaluations carried out
by the Nomination Committee were properly documented.
The results of the annual assessment on the Board, the Board

Committees and individual Directors for the financial year were all
satisfactory.
Explanation for :
departure
Measure :
Timeframe :
18
Intended Outcome
Practice 5.2
At least half of the board comprises independent directors. For Large Companies, the board
comprises a majority independent directors.
Explanation on : The Board currently has five (5) members, comprising four (4)
application of the Independent Non-Executive Directors and one (1) Non-
practice Independent Executive Director. The presence of majority
Independent Directors allow Board’s deliberations and decisions to
be made objectively in the best interest of the Company.
Remark
The composition of the Board is in compliance with paragraph 15.02
of the Listing Requirements, where it requires at least 2 directors or
1/3 of the Board, whichever is the higher, to consist of independent
directors.
Explanation for :
departure
Measure :
Timeframe :
19
Intended Outcome
Practice 5.3
The tenure of an independent director does not exceed a cumulative term limit of nine years.
Upon completion of the nine years, an independent director may continue to serve on the
board as a non-independent director.
If the board intends to retain an independent director beyond nine years, it should provide
justification and seek annual shareholders’ approval through a two-tier voting process.
Application : Not applicable - Step Up 5.4 adopted
Explanation on :
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
20
Intended Outcome
Practice 5.4 - Step Up

The board has a policy which limits the tenure of its independent directors to nine years without
further extension.
Note: To qualify for adoption of this Step Up practice, a listed issuer must have a formal policy which
limits the tenure of an independent director to nine years without further extension i.e. shareholders’
approval to retain the director as an independent director beyond nine years.
Application : Adopted
Explanation on : The tenure of the Independent directors does not exceed a

adoption of the cumulative term of nine years. The Board is to recommend the
practice director for shareholders’ approval in the event it retains as an
Independent director, the director who had served in that capacity
for more than nine years. This is clearly spell out in Board Charter
which was published in Company’s website, www.widadgroup.com.
21
Intended Outcome
Practice 5.5
Appointment of board and senior management are based on objective criteria, merit and with
due regard for diversity in skills, experience, age, cultural background and gender.
Directors appointed should be able to devote the required time to serve the board effectively.
The board should consider the existing board positions held by a director, including on boards
of non-listed companies. Any appointment that may cast doubt on the integrity and governance
of the company should be avoided.
Explanation on : This Group believes that recognizing the Board’s diversity enhances
application of the decision making capability and quality of the Board’s performance.
practice With a view to achieving a sustainable and balanced development,
the Company sees increasing diversity at the Board level as an
essential element in supporting the attainment of its strategy’s
objectives and its sustainable development.
The Group believes that a truly diverse Board will leverage

differences in perspective, knowledge, skill, industry experience,
background, age, ethnicity, race and gender between the Directors,
and these differences will be considered in determining the
optimum composition of the Board.
The NC has the primary responsibility in identifying suitable

qualified candidates to become members of the Board. The
selection of candidates will be considered against objective criteria,
having due regard for the benefits of diversity on the board.
The Group does not set specific numerical target for appointment
of candidates belonging to particular demographic groups to the
Board. Notwithstanding the importance to promote board
diversity, appointments to the Board are ultimately based on merit,
having regard to the contribution of the candidates to the Board as
a whole. The Board believes that merit-based appointment will best
enable the Group to serve its shareholders and stakeholders.
The Board has established a Board Diversity policy which was

published in the Company’s website, www.widadgroup.com.
Explanation for :
departure
22
Measure :
Timeframe :
23
Intended Outcome
Practice 5.6
In identifying candidates for appointment of directors, the board does not solely rely on
recommendations from existing board members, management or major shareholders. The
board utilises independent sources to identify suitably qualified candidates.
If the selection of candidates was based on recommendations made by existing directors,

management or major shareholders, the Nominating Committee should explain why these
source(s) suffice and other sources were not used.
Explanation on : The Board had adopted the procedures for the appointment of new
application of the directors which is disclosed under the NC’s Terms of Reference,
practice which is accessible for reference in the Company’s website,
www.widadgroup.com.
Explanation for :
departure
Measure :
Timeframe :
24
Intended Outcome
Practice 5.7
The board should ensure shareholders have the information they require to make an informed
decision on the appointment and reappointment of a director. This includes details of any
interest, position or relationship that might influence, or reasonably be perceived to influence,
in a material respect their capacity to bring an independent judgement to bear on issues before
the board and to act in the best interests of the listed company as a whole. The board should
also provide a statement as to whether it supports the appointment or reappointment of the
candidate and the reasons why.
Explanation on : The NC assesses the effectiveness of the Board as a whole and the
application of the Board Committees, and also the contribution of each Director. The
practice evaluation process is conducted via questionnaires and is based on
self-review and peer assessment. The assessment of the Board is
based on specific criteria, covering areas such as the Board structure,
Board operations, roles and responsibilities of the Board, the Board
Committee and the Chairman’s role and responsibilities. The NC
reviews the outcome of the assessment and report to the Board, in
particular, areas for improvement and also used as the basis of
recommending relevant Director for re-election at the Annual
General Meeting. This assessment is done on yearly basis.
Explanation for :
departure
Measure :
Timeframe :
25
Intended Outcome
Practice 5.8
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.
Explanation on : The NC is chaired by En Nor Adha Bin Yahya, who is the Independent
application of the Director on the Board.
practice
Explanation for :
departure
Measure :
Timeframe :
26
Intended Outcome
Practice 5.9
The board comprises at least 30% women directors.
Explanation on :
application of the
practice
Explanation for : The Board currently has no female Director on Board. The Group
departure does not adopt any formal gender diversity policy in the selection
of new Board candidate. The evaluation of the suitability of
candidates as new Board member is based on the candidates’
competency, skills, character, time commitment, knowledge,
experience and other qualities in meeting the needs of the Group,
regardless of gender.
The Board will take steps towards the appointment of the female
director to reflect the Company’s commitment towards gender
diversity.
27
Intended Outcome
Practice 5.10
The board discloses in its annual report the company’s policy on gender diversity for the board
and senior management.
Explanation on :
application of the
practice
Explanation for : The Company has not established policy on gender diversity for the
departure Board and Senior Management.
The evaluation of the suitability of candidates as the new Board

member and Senior Management is based on the candidates’
competency, skills, character, time commitment, knowledge,
experience and other qualities in meeting the needs of the
Company, regardless of gender.
The Board will take steps towards the establishment of policy on

gender diversity for the new Board member and Senior Management.
28
Intended Outcome
Stakeholders are able to form an opinion on the overall effectiveness of the board and
individual directors.
Practice 6.1
The board should undertake a formal and objective annual evaluation to determine the
effectiveness of the board, its committees and each individual director. The board should
disclose how the assessment was carried out its outcome, actions taken and how it has or will
influence board composition.
For Large Companies, the board engages an independent expert at least every three years,
to facilitate objective and candid board evaluation.
Note: For a Large Company to qualify for adoption of this practice, it must undertake annual board
evaluation and engage an independent expert at least every three years to facilitate the evaluation.
Explanation on : The NC assesses the effectiveness of the Board as a whole and the
application of the Board Committees, and also the contribution of each Director. The
practice evaluation process is conducted via questionnaires and is based on
self-review and peer assessment. The assessment of the Board is
based on specific criteria, covering areas such as the Board structure,
Board operations, roles and responsibilities of the Board, the Board
Committee and the Chairman’s role and responsibilities. The NC
reviews the outcome of the assessment and report to the Board, in
particular, areas for improvement and also used as the basis of
recommending relevant Director for re-election at the Annual
General Meeting. This assessment is done on yearly basis.
Explanation for :
departure
Measure :
Timeframe :
29
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 7.1
The board has remuneration policies and procedures to determine the remuneration of
directors and senior management, which takes into account the demands, complexities and
performance of the company as well as skills and experience required. The remuneration
policies and practices should appropriately reflect the different roles and responsibilities of
non-executive directors, executive directors and senior management. The policies and
procedures are periodically reviewed and made available on the company’s website.
Explanation on : The Executive Directors’ remuneration package is linked to the

application of the experience, scope of duty and responsibility, seniority, performance
practice and industrial practices. The remuneration of Executive Directors
consists of basic salary and allowances whereby the Non-Executive
Directors receive fixed director fees and meetings allowance.
The RC reviews and recommends the Executive Directors’

remuneration package by assessing their KPI and also refers to
market of similar industry and its size as a benchmark. An
appropriate remuneration package is designed to retain and attract
calibre Directors to discharge their duty with integrity, to grow and
lead the Company.
Explanation for :
departure
Measure :
Timeframe :
30
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 7.2
The board has a Remuneration Committee to implement its policies and procedures on
remuneration including reviewing and recommending matters relating to the remuneration of
board and senior management.
The Committee has written Terms of Reference which deals with its authority and duties and
these Terms are disclosed on the company’s website.
Explanation on : The Company has its own RC to review and recommend matters
application of the relating to the remuneration of board.
practice
The RC which comprises wholly of Independent Non-Executive
Directors is governed by its terms of reference which sets out the
roles and responsibilities of the RC in relation to remuneration
matters, a copy of which is available on the Company’s website,
www.widadgroup.com.
Explanation for :
departure
Measure :
Timeframe :
31
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.
Practice 8.1
There is detailed disclosure on named basis for the remuneration of individual directors. The
remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind
and other emoluments.
Explanation on : The remunerations of each director have been disclosed in Annual

application of the Report, section Corporate Governance Overview Statement. The
practice remuneration breakdown includes fees, salary and others.
32
Company (‘000) Group (‘000)
emoluments
emoluments
Benefits-in-
Benefits-in-
No Name Directorate
Allowance
Allowance
Bonus
Bonus
Salary
Salary
Other
Other
Total
Total
kind
kind
Fee
Fee
Dato’ Dr. Mohd Input Input Input Input Input Input Input Input Input Input
Executive
1 Rizal Director
- - info info info 1,060,800.00 info info info info info info info
1,060,800.00 here here here here here here here here here here
Bin Mohd Jaafar
Gen (R) Tan Sri Input Input Input Input Input Input Input Input Input Input
Independent Input info
2 Dato’ Sri Zulkiple 48,000 19,000 info info info 67,000 info info info info info info info
Director here
Bin Kassim here here here here here here here here here here
Input Input Input Input Input Input Input Input Input Input
3 Ong Kuan Wah 48,000 35,000 info info info 83,000 info info info info info info info
Director here
here here here here here here here here here here
Nor Adha Bin Independent Input info
4 48,000 25,500 info info info 73,500 info info info info info info info
Yahya Director here
5 Tung Ghee Meng 48,000 23,500 info info info 71,500 info info info info info info info
Director here
Input Input Input Input Input Input Input Input Input Input Input Input
Choose an Input info Input info
6 Input info here info info info info info info info info info info info info
item. here here
here here here here here here here here here here here here
item. here here
item. here here
item. here here
item. here here
33
item. here here
item. here here
item. here here
item. here here
item. here here
34
Intended Outcome
Practice 8.2
The board discloses on a named basis the top five senior management’s remuneration
component including salary, bonus, benefits in-kind and other emoluments in bands of
RM50,000.
Explanation on :
application of the
practice
Explanation for : The remuneration of the top five senior management’s

departure remuneration is not disclosed on named basis but in the bands of
RM50,000 for confidentiality reason as it may be detrimental to the
interest of the Company and individuals.
The Board is of a negative view to disclose the remuneration of the

top five senior management given the competitive human resources
environment to circumvent hitching of talent and other talent
retention issues
35
Company
No Name Position
Salary Allowance Bonus Benefits Other emoluments Total
Input info here Input info here

1 Choose an item. Choose an item. Choose an item. Choose an item. Choose an item. Choose an item.




36
Intended Outcome

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.
Explanation on :
adoption of the
practice
37
Company (‘000)
Other emoluments
No Name Position
Allowance
Benefits
Bonus
Salary
Total
Input info here Input info here Input info here Input info here Input info here Input info here Input info here Input info here
1
2
3
4
5
38
Intended Outcome
There is an effective and independent Audit Committee.
The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.
Practice 9.1
The Chairman of the Audit Committee is not the Chairman of the board.
Explanation on : The Chairman of the Audit Committee, Mr Ong Kuan Wah is an

application of the Independent Non-Executive Director. Currently there is no
practice Chairman on the board.
Explanation for :
departure
Measure :
Timeframe :
39
Intended Outcome
Practice 9.2
The Audit Committee has a policy that requires a former partner of the external audit firm of
the listed company to observe a cooling-off period of at least three years before being
appointed as a member of the Audit Committee.
Explanation on : The Audit Committee comprises of three (3) members, all whom are
application of the Independent Non-Executive Directors. At present, none of the Audit
practice Committee members were former key audit partners of the
Company’s external auditors
Explanation for :
departure
Measure :
Timeframe :
40
Intended Outcome
Practice 9.3
The Audit Committee has policies and procedures to assess the suitability, objectivity and
independence of the external auditor to safeguard the quality and reliability of audited financial
statements.
Explanation on : External auditor, Messrs. Grant Thornton Malaysia PLT (“GTM”)

application of the presented to the AC its 2022 Audit Planning Memorandum in
practice November 2022 which outlined its engagement team, audit
timeline, the areas of audit emphasis, and their focus on key audit
matters with reference to the approved standards on auditing
issued by the Malaysian Institute of Accountants. Subsequently,
GTM will brief the AC on its audit findings and the Audited Financial
Statements. This formed part of the AC’s assessment of the
suitability, objectivity and independence of GTM on an annual basis.
GTM has confirmed their independence to the AC in accordance

with the Malaysian Institute of Accountants’ By-Laws, International
Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants.
Explanation for :
departure
Measure :
Timeframe :
41
Intended Outcome

The Audit Committee should comprise solely of Independent Directors.
Application : Adopted
Explanation on : The current AC members consist of all Independent Non-Executive

adoption of the Directors.
practice
42
Intended Outcome
Practice 9.5
Collectively, the Audit Committee should possess a wide range of necessary skills to
discharge its duties. All members should be financially literate, competent and are able to
understand matters under the purview of the Audit Committee including the financial reporting
process.
All members of the Audit Committee should undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards,
practices and rules.
Explanation on : The Chairman and members of the AC are financially literate and
application of the have carried out their duties and responsibilities in accordance with
practice the terms of reference of the AC.
The AC members continuously attend training programmes and

seminars to keep themselves abreast of relevant developments in
standards and practices in accounting and auditing, Listing
Requirements, risk management, corporate governance and changes in
the business environment.
Explanation for :
departure
Measure :
Timeframe :
43
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.
Practice 10.1
The board should establish an effective risk management and internal control framework.
Explanation on : The Board has overall responsibility for maintaining a sound system
application of the of internal control and risk management that provide a reasonable
practice assurance of effective and efficient operations, and compliance
with the relevant laws and regulations as well as with internal
procedures and guidelines.
The Board also recognises that a sound risk management system

and internal control can only reduce but not eliminate the
possibility of poor judgment in decision making, human error,
control process being deliberately circumvented by employees,
management overriding controls and the occurrence of
unforeseeable circumstances. Accordingly, the system provides
only reasonable but not absolute assurance against material
misstatement of management and financial information and
records or against financial losses or fraud.
The Board has obtained assurance from the Group Managing

Director that the Group’s risk management and internal control
systems have operated adequately and effectively, in all material
aspects, to meet the Group’s objectives during the financial year
under review.
Explanation for :
departure
Measure :
Timeframe :
44
Intended Outcome
Practice 10.2
The board should disclose the features of its risk management and internal control framework,
and the adequacy and effectiveness of this framework.
Explanation on : The key features of the Statement on Risk Management and

application of the Internal Control is included in the Annual Report and provides the
practice overview of the internal control framework adopted by the
Company.
Explanation for :
departure
Measure :
Timeframe :
45
Intended Outcome

The board establishes a Risk Management Committee, which comprises a majority of
independent directors, to oversee the company’s risk management framework and policies.
Explanation on :
adoption of the
practice
46
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.1
The Audit Committee should ensure that the internal audit function is effective and able to
function independently.
Explanation on : The Group’s internal audit function, which reports directly to the
application of the AC, is outsourced to GovernanceAdvisory.com Sdn. Bhd. (“GA”).
practice
Details of the internal audit function are set out in the Statement
on Risk Management and Internal Control and AC Report contained
in the Annual Report.
GA will report their findings to AC regularly and any matters that

need AC’s immediate attentions.
Explanation for :
departure
Measure :
Timeframe :
47
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.2
The board should disclose–
▪ whether internal audit personnel are free from any relationships or conflicts of interest,
which could impair their objectivity and independence;
▪ the number of resources in the internal audit department;
▪ name and qualification of the person responsible for internal audit; and
▪ whether the internal audit function is carried out in accordance with a recognised
framework.
Explanation on : GA reports directly to the Committee. Its primary responsibility is to

application of the carry out periodic reviews of the systems of internal controls so as
practice to provide reasonable assurance to the Audit Committee that such
systems are adequate and effective.
GA is free from any conflict of interest and its auditing activities are
guided by the International Professional Practices Framework.
GA is led by Mr. Wong Tchen Cheg, the Executive Director, he is a

Member of Malaysia Institute of Accountant (MIA) and CPA
Australia.
Findings from the internal audit reviews conducted were discussed

with Senior Management and subsequently presented, together
with Management’s response and proposed action plans, to the
Audit Committee for their review and approval.
Notwithstanding the above, although a number of internal control

deficiencies were identified during the internal audit reviews, none
of the weaknesses have resulted in any material losses,
contingencies or uncertainties that would require a separate
disclosure in this annual report.
The total cost incurred for the outsourcing of the internal audit
function for the financial year ended 31 December 2022 was RM
56,000.00
Explanation for :
departure
48
Measure :
Timeframe :
49
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.1
The board ensures there is effective, transparent and regular communication with its
stakeholders.
Explanation on : The Company values dialogues with the investors and is constantly
application of the striving to improve the communication with the public. The Board
practice believes that an effective investor relation is essential in enhancing
shareholders’ value and therefore ensures that shareholders are
kept well informed of major development of the Company. Such
information is disseminated via the Company’s Annual Report,
various disclosures and announcements to Bursa Securities and the
Company’s website at www.widadgroup.com.
The AGM is the principal forum for dialogue between the Company
and the shareholders. The Board provides the opportunity for
shareholders to raise questions pertaining issues in the financial
performance and business plan. The Board takes the opportunity to
present a comprehensive review of the progress and performance of
the Company, and provides answers to the questions raised by the
shareholders during the meeting.
Explanation for :
departure
Measure :
Timeframe :
50
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.2
Large companies are encouraged to adopt integrated reporting based on a globally
recognised framework.
Application : Not applicable – Not a Large Company
Explanation on :
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
51
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.
Practice 13.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days
prior to the meeting.
Explanation on : In order to encourage shareholders’ participation and engagement

application of the with the Board and senior management effectively in the AGM, the
practice Board would ensure that the Notice of the AGM is sent to
shareholders at least 28 days ahead of the date of general meeting.
In addition, the Board would also ensure that this Notice contains
details of resolutions proposed along with background information
and explanatory notes that are relevant.
Explanation for :
departure
Measure :
Timeframe :
52
Intended Outcome
Practice 13.2
All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management
and other committees provide meaningful response to questions addressed to them.
Explanation on : All Directors were present at the Thirteenth AGM in person to

application of the engage directly with the shareholders.
practice
Explanation for :
departure
Measure :
Timeframe :
53
Intended Outcome
Practice 13.3
Listed companies should leverage technology to facilitate–
• voting including voting in absentia; and
• remote shareholders’ participation at general meetings.
Listed companies should also take the necessary steps to ensure good cyber hygiene
practices are in place including data privacy and security to prevent cyber threats.
Explanation on : The Thirteenth AGM of the Company was held at Broadcast Venue at
application of the Conference Room at Widad Semantan (“WiSe”), No. 3, Jalan
practice Semantan, 50490 Damansara Heights, Kuala Lumpur. A shareholder of
the Company can vote in person or appoint a proxy to attend and vote
on his/her behalf. Voting at the AGM is by way of poll and the Company
utilises electronic voting system to expedite the voting and facilitate
the tabulation process in a seamless manner.
The Company will continue to explore the use of technology to allow

voting in absentia or remote shareholders’ participation. The Company
will assess the necessity and viability for such facility taking into
consideration the number of participating shareholders, the reliability
of the technology and cost-benefit to the Company.
Explanation for :
departure
Measure :
Timeframe :
54
Intended Outcome
Practice 13.4
The Chairman of the board should ensure that general meetings support meaningful
engagement between the board, senior management and shareholders. The engagement
should be interactive and include robust discussion on among others the company’s financial
and non-financial performance as well as the company’s long-term strategies. Shareholders
should also be provided with sufficient opportunity to pose questions during the general
meeting and all the questions should receive a meaningful response.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to.
Explanation on : The Chairman of the general meetings allocated a section of the

application of the meeting time for a Questions and Answers session during which the
practice attending shareholders/proxies were encouraged to raise questions
and to engage with the board and senior management, who also
remotely participating in the general meetings to provide meaningful
response.
Explanation for :
departure
Measure :
Timeframe :
55
Intended Outcome
Practice 13.5
The board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid)
support meaningful engagement between the board, senior management and shareholders.
This includes having in place the required infrastructure and tools to support among others, a
smooth broadcast of the general meeting and interactive participation by shareholders.
Questions posed by shareholders should be made visible to all meeting participants during
the meeting itself.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to. Further, a listed issuer should also
provide brief reasons on the choice of the meeting platform.
Explanation on : At the forthcoming AGM, shareholders can submit their questions by

application of the typing out before the closure of the Q&A session. All questions will be
practice made visible to all meeting participants, readout and answered by the
Board
Explanation for :
departure
Measure :
Timeframe :
56
Intended Outcome
Practice 13.6
Minutes of the general meeting should be circulated to shareholders no later than 30 business
days after the general meeting.
Note: The publication of Key Matters Discussed is not a substitute for the circulation of minutes of
general meeting.
Explanation on : Upon conclusion of AGM the Board will ensure that within 30 days the
application of the minutes of AGM is published on Company’s website.
practice
Explanation for :
departure
Measure :
Timeframe :
57
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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CORPORATE GOVERNANCE REPORT

STOCK CODE : 0162

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT

The Board assumes the following key responsibilities:

• Review and approve the strategies, business plans and significant

• Ensure a competent management by establishing policies for

• Monitor implementation, progress and performance of the

Evaluate whether the business is being properly managed and to

• Ensure that the Group has appropriate business risk management

• Establish various Board Committees and ensure their effectiveness

• Ensure that the Group adheres to high standards of ethics and

• Ensure that there is in place an appropriate investor relation and

• Ensure that the Company’s corporate disclosure are in compliance

• Ensure wider usage of information technology in communicating

To ensure the effective discharge of its function and responsibilities,

Audit Committee (“AC”)

All Committees have written terms of reference. The Chairman of

Explanation for : The Board currently has no Chairman.

Timeframe : Within 5 years

Explanation on : The Company currently has no Chairman.

Chairman and MD duties and responsibilities are clearly defined in

Explanation for : The Board currently has no Chairman.

Timeframe : Others Not applicable

Explanation on : The Company Secretaries are qualified Chartered Secretaries,

The Company Secretaries update the Board on the changes to the

The Company Secretaries play an important role in the annual

The Board regularly reviews this charter to ensure they remain

The Board Charter is published on the Company’s website,

The Code of Conduct and Ethics is published on the company’s website.

Explanation on : The Board of Directors has conducted themselves in an ethical

A copy of the policy is available at the Company’s website at

Explanation on : The Company has adopted Whistleblowing policy to safeguard the

A copy of the policy is available at the Company’s website at

Strategic management of material sustainability matters should be driven by senior

Timeframe : Others Not applicable

Timeframe : Others Not applicable

Timeframe : Others Not applicable

Timeframe : Others Not applicable

Practice 4.5- Step Up

Explanation on : During the year, the Nomination Committee conducted

During the annual assessment exercise, the Directors are given

The results of the annual assessment on the Board, the Board

Application : Not applicable - Step Up 5.4 adopted

Practice 5.4 - Step Up

Explanation on : The tenure of the Independent directors does not exceed a

The Group believes that a truly diverse Board will leverage

The NC has the primary responsibility in identifying suitable

The Board has established a Board Diversity policy which was

If the selection of candidates was based on recommendations made by existing directors,

Timeframe : Others Not applicable

The evaluation of the suitability of candidates as the new Board

The Board will take steps towards the establishment of policy on

Timeframe : Others Not applicable

Explanation on : The Executive Directors’ remuneration package is linked to the

The RC reviews and recommends the Executive Directors’

Explanation on : The remunerations of each director have been disclosed in Annual

Explanation for : The remuneration of the top five senior management’s

The Board is of a negative view to disclose the remuneration of the

Timeframe : Others Not applicable