WASCO BERHAD 134 NOMINATION AND REMUNERATION COMMITTEE xiii. Functions of the NRC The NRC shall carry out the following to best serve the business and operations of the Group and address the Group’s material sustainability risks and opportunities:- a. Determine and recommend to the Board the optimum size and composition of the Board and core competencies and skills required of Board members; b. To review and assess the skills, expertise, experience, gender, age, ethnicity, time commitment and independence of its Directors to ensure their relevance and the efficiencies and effectiveness of the Board and compliance to regulations; c. Obtain and review candidates from various sources and recommend to the Board, suitable candidates to fill vacant directorships; d. Recommend to the Board, Directors to fill the seats on Board Committees; e. Develop a formal assessment and undertake an annual assessment of the efficiency and effectiveness of the Board, Board Committees, Directors and Senior Management; f. To review the appointment, re-appointment / re-election and resignation of Directors on the Board of the Company and of its subsidiaries, where necessary and to recommend to the Board for continuation or discontinuation in service of Directors; g. To review the appointment and termination of key officers i.e. Group Chief Executive Officer, Chief Financial Officer and Group Company Secretary; h. Establish and review the Group’s policy on remuneration and procedures for determining annual remuneration for the Group as a whole and for individual Directors and Senior Management. Ensure the policy and procedures are relevant with time to attract and retain the required people; and i. To consider the extent of the details of the Board of Directors and Key Senior Management’s remuneration to be reported in the Company’s Annual Report in compliance with the Malaysian Code on Corporate Governance 2021 (“MCCG 2021”) and the MMLR of Bursa Malaysia. xiv. Independent Director The definition and requirements of an “Independent Director” are in accordance with Chapter 1 and Practice Note 13 of the MMLR of Bursa Malaysia and includes the recommended best practices in corporate governance as provided in the MCCG 2021. xv. Succession Planning for Board and Key Senior Management The NRC shall develop an effective succession planning framework, talent management program, and human capital development process for the Board and the Key Senior Management team of the Company, and oversee its effective implementation. xvi. Review of the Terms of Reference The NRC shall review the Terms of Reference from time to time to ensure its relevance and to consider any amendment/ improvement(s) thereto as and when the NRC deems necessary. Any variation/ amendment(s) to the Terms of Reference shall be recommended to the Board of Directors for endorsement and adoption. The Terms of Reference of the NRC was established by the Board of Directors on 23 May 2023 and the complete version is available on the Company’s website at www.wascoenergy.com.
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