Governance
Wang-Zheng Berhad is committed to maintaining a transparent, accountable and performance-oriented governance framework, supported by independent Board Committees and clear responsibilities.
Our Approach to Governance
The Group discloses the number of meetings held by the Board and each Board Committee, together with the attendance of every individual director at Board and committee level. WZB targets at least 30% female Board representation by 2030 and maintains independent Board committees supported by clearly defined responsibilities and appropriate professional expertise.
Executive remuneration is governed through a structured review and approval process and incorporates both fixed and performance-linked components. For relevant senior executives, financial, operational and ESG-related performance indicators are incorporated into remuneration decisions, including long-term performance mechanisms designed to align executive interests with WZB’s sustainable long-term performance. The Audit Committee maintains appropriate accounting, audit and financial expertise to support effective oversight of financial reporting, risk management and internal controls.
Key Governance Highlights
30%
Target female Board representation by 2030
Independent
Board Committees
Transparent
Disclosure of meetings and attendance
Performance-linked
Executive remuneration with ESG considerations
Board and Committee Meetings
The Board and its committees meet regularly throughout the financial year to discharge their respective responsibilities. WZB discloses the number of meetings held by the Board and each individual Board Committee, together with the attendance record of directors
| Governing Body | Number of Meetings Held |
|---|---|
| Board of Directors | 5 |
| Audit Committee | 5 |
| Nomination Committee | 1 |
| Remuneration Committee | 1 |
| Risk Management Committee | 4 |
| Other – Long Term Incentive Plan Committee | 1 |
| Other – ACM with Internal Auditor | 2 |
Individual Director Attendance
WZB promotes active participation by all directors and provides transparent disclosure of director attendance at Board and committee meetings. The attendance of each individual director at both Board and relevant Board Committee meetings is disclosed for the FY2025.
| Director | Board | Audit | Nomination | Remuneration | Risk Management | Others – LTIP | Other – ACM with IA |
|---|---|---|---|---|---|---|---|
| Hui Ching Chi | 5/5 | - | - | 1/1 | - | 1/1 | - |
| Wong Pui Wai Nancy | 5/5 | - | - | - | - | - | - |
| Sze Man Bok | 5/5 | - | 1/1 | - | - | - | - |
| Maj Gen Dato’ Pahlawan Dr Mohana Dass A/L Ramasamy (Rtd) | 5/5 | - | - | - | - | - | - |
| Yap Ping Hong | 5/5 | 5/5 | - | 1/1 | 4/4 | 1/1 | 2/2 |
| Low Gay Teck | 5/5 | 4/5 | 1/1 | 1/1 | - | 1/1 | 2/2 |
| Kington Tong Kum Loong | 4/5 | 5/5 | 1/1 | - | 4/4 | 1/1 | 2/2 |
| Li Wai Leung | 5/5 | - | - | - | 4/4 | 1/1 | - |
Remuneration Committee
Independence
The Remuneration Committee is a fully non-executive committee comprising entirely Independent Non-Executive Directors.
As at 31 December 2025, the composition of the Remuneration Committee is as follows:
| Member | Position | Board Status |
|---|---|---|
|
Low Gay Teck (Redesignated as RC Chairman on 12 August 2025) |
Chairman | Independent Non-Executive Director |
| Yap Ping Hong | Member | Independent Non-Executive Director |
|
Hui Ching Chi (Resigned as RC Chairman on 27 May 2025) |
Former Chairman (resigned on 27 May 2025) |
Executive Chairman cum GCEO |
Accordingly, 100% of the members of the Remuneration Committee are Independent Non-Executive Directors. The Committee operates pursuant to its Board-approved Terms of Reference and is responsible for reviewing the Group’s remuneration framework and making appropriate recommendations to the Board.
Executive Remuneration Policy
and Determination Process
WZB maintains a structured remuneration framework designed to attract, retain and motivate suitably qualified executives while aligning remuneration with the Group’s business strategy, financial performance, sustainability priorities and long-term interests.
Market and Role Assessment
The responsibilities, experience, skills and contribution of each executive are considered together with relevant market remuneration benchmarks and comparable industry practices.
Performance
Assessment
Executive performance is assessed against predetermined financial and non-financial objectives relevant to the executive’s responsibilities.
ESG and Sustainability Performance
Relevant ESG and sustainability considerations are incorporated into the assessment of executive performance. These may include occupational health and safety, environmental performance, resource efficiency, employee development, governance, compliance and other sustainability objectives material to the Group.
Remuneration Committee Review
The Remuneration Committee reviews remuneration arrangements against the Group’s remuneration framework, individual and corporate performance, market conditions and the long-term interests of WZB.
Conflict-of-Interest Management
No director or executive participates in deliberations or decisions concerning his or her own remuneration.
Board Consideration and Approval
Recommendations are submitted to the Board for consideration and approval in accordance with applicable laws, regulations and the Group’s internal governance requirements.
Periodic
Review
The remuneration framework, performance measures and incentive arrangements are periodically reviewed to ensure continued alignment with WZB’s strategy, risk profile, ESG priorities and sustainable long-term value creation.
Executive
Remuneration Structure
The remuneration framework for WZB’s Executive Directors and senior executives is designed to provide an appropriate balance between fixed remuneration and variable performance-linked remuneration.
Fixed Remuneration
- Base salary
- Fixed allowances
- Employer statutory contributions
- Benefits-in-kind
- Other contractual benefits
Variable Remuneration
- Annual performance bonuses
- Short-term incentives
- Performance-related awards
- Long-term incentive arrangements
- Other performance-linked remuneration approved under the Group’s remuneration framework
Variable remuneration is linked to the achievement of predetermined financial, operational and ESG-related objectives and is designed to reinforce accountability for both financial performance and sustainable business outcomes.
Long-Term Incentive and ESG-Linked
Executive Remuneration
WZB incorporates long-term considerations into executive remuneration to support sustainable value creation and discourage excessive focus on short-term financial performance.
For relevant senior executives, a portion of performance-linked remuneration is subject to a long-term incentive or multi-year performance mechanism, under which performance is assessed under a three-year period.
Long-term performance measures may include, where relevant:
- Sustainable financial performance
- Long-term business growth
- Return on capital
- Operational efficiency
- Occupational health and safety
- Environmental performance
- Energy and resource efficiency
- Climate-related performance
- Employee and workforce development
- Corporate governance and compliance
Long-term incentive arrangements may also incorporate appropriate vesting, deferral, retention, malus or clawback mechanisms, where applicable, to reinforce alignment between executive remuneration and sustained performance.
Audit Committee Financial Expertise
WZB is committed to maintaining an Audit Committee with appropriate financial, accounting, audit and risk-management expertise to support effective oversight of the Group’s financial reporting and internal control environment.
The Audit Committee comprises 3 Independent Non-Executive Directors, of whom a majority possess recognised financial, accounting, auditing and/or relevant professional expertise.
| Audit Committee Member | Independent | Financial Expertise / Qualification |
|---|---|---|
| Yap Ping Hong | Yes | Fellow of ACCA; Chartered Accountant of MIA; Professional Member of IIA Malaysia; experience in external audit, internal audit, risk advisory and accounting services |
| Low Gay Teck | Yes | Bachelor of Civil Engineering; Managing Director of Land & General Berhad; over 37 years of experience in property development and project management |
| Kington Tong Kum Loong | Yes | Bachelor of Law; qualified Barrister-at-Law and Member of Gray’s Inn; over 32 years of legal practice with experience in commercial, corporate, banking and M&A transactions |
Accordingly, a majority of the members of WZB’s Audit Committee are independent directors possessing relevant financial expertise. For this purpose, financial expertise may be demonstrated through recognised professional qualifications and/or substantive senior-level experience in accounting, auditing, corporate finance, financial reporting, financial management or related areas.