WASCO BERHAD 132 NOMINATION AND REMUNERATION COMMITTEE 1. ROLES OF THE NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee (“NRC”) is responsible for setting the policy framework for assessing and making recommendations on any new appointments or extension of existing Directors to the Board, its various Board Committees and Senior Management taking into consideration inter alia the following:- a) Appropriate skills, knowledge, expertise, experience, professionalism, integrity and independence; b) A diverse Board composition and adequate participation of women in Senior Management; and c) Effective succession planning, talent management and human capital development for the Board and key officers. The NRC shall also set the policies and procedures to determine the remuneration of the Board of Directors, Senior Management and employees ensuring that they are based on the Company’s performance and that they are fairly rewarded and sufficient to attract and retain talents. 2. MEMBERS AND MEETINGS The members and details of attendance of Directors at the NRC Meetings of the Company for the financial year ended 31 December 2024 are as follows:- Name of Director Directorship Date of Appointment No. of Meetings Attended Tan Sri Saw Choo Boon (Chairman) Senior Independent Non-Executive Director 23 May 2023 2/2 Tan Sri Professor Lin See Yan (Member) Non-Independent Non-Executive Director 23 May 2023 2/2 Lily Rozita Binti Mohamad Khairi (Member) Independent Non-Executive Director 23 May 2023 2/2 3. TERMS OF REFERENCE i. Composition The NRC shall be chaired by an independent Director and its members shall comprise exclusively of Non-Executive Directors, a majority of whom are independent. The Chairman of the Board shall not serve or participate by way of invitation on the NRC. ii. Quorum of Meetings A minimum of two (2) NRC Members present physically or virtually shall constitute the quorum. Any other person(s) may be invited by the NRC and/or the NRC Chairman from time to time to attend the NRC meeting. iii. NRC Members The existing NRC Members are as disclosed above. iv. Majority Decision All decisions of the NRC shall be decided on the votes of the simple majority of Members present physically or virtually, and such decisions shall be submitted to the Board for approval. The Director(s) concerned shall abstain from discussion on their own remuneration and/or nomination.
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