135 INTEGRATED ANNUAL REPORT 2024 Overview of Wasco Berhad Key Messages Value Creation Commitment to Governance Sustainability Journey Financial Statements Other Information NOMINATION AND REMUNERATION COMMITTEE 4. ACTIVITIES UNDERTAKEN The summary of activities undertaken by the NRC in respect of the financial year ended 31 December 2024 are as follows:- 4.1 Succession Planning for Key Senior Management On 27 February 2024 and 28 August 2024 respectively, the NRC reviewed the proposed succession planning for the key positions within the Group. 4.2 Board Composition On 28 August 2024, the NRC reviewed the board composition of the Company following the resignation of a Non-Independent Non-Executive Director and was satisfied with the current Board composition. 4.3 Benchmarking for Directors’ Fees On 28 August 2024, the NRC discussed the internal benchmarking for the Directors’ Fees payable to the Non-Executive Directors in respect of the financial year ended 31 December 2024 onwards to ensure that the Directors of the Company are fairly compensated and in line with current market rates and the Company’s financial performance. 4.4 Proposed Annual Increment and Bonus for Employees, Senior Management and the Executive Director a. Group’s Key Performance Indicators (“KPIs”) On 27 February 2024 and 28 February 2025, the NRC reviewed and discussed the Group’s KPIs to be established for the financial year 2024 and the financial year 2025 respectively. The KPIs are derived from the financial target and the non-financial targets comprising the Safety Pillar, People Pillar and Sustainability Pillar. b. Annual Increment Rate On 27 February 2024 and 28 February 2025, the NRC reviewed the proposed annual increment rate for employees, Key Senior Management and the Executive Director based on the rate included in the financial budgets in respect of the financial years ended 31 December 2024 and ending 31 December 2025 respectively. c. Proposed Bonus Payout On 27 February 2024 and 28 February 2025, the NRC reviewed the performance of the Group against the KPIs established in respect of the financial year 2023 and financial year 2024 respectively and the proposed bonus payout for the Group accordingly. 4.5 Proposed Board Fees and Meeting Allowances On 27 February 2024 and 28 February 2025, the NRC reviewed the Directors’ Fees and Meeting Allowances payable to the Non-Executive Directors to ensure that they align with the current market rate and the Company’s financial performance. 4.6 Re-election of Directors On 27 February 2024 and 28 February 2025, the NRC reviewed the Board members who were due for retirement by rotation pursuant to Clause 117 of the Company’s Constitution and are eligible for reelection based on the fit and proper criteria as outlined in the Directors’ Fit and Proper Policy. The NRC was satisfied with the outcome of the assessments.
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