WASCO BERHAD 144 • reviewing and adopting the strategic plans and direction of the Group; • setting appropriate values and standards; • reviewing the financial statements and forming a view on the information presented; • overseeing the governance of sustainability and in setting the Group’s sustainability strategies, priorities and targets which encompasses economics, environment, social and governance aspects; • overseeing and evaluating the conduct of the Group’s businesses; • reviewing, challenging and deciding on Management’s proposals and recommendations and monitor their implementation where appropriate; • identifying principal risks and ensuring that appropriate internal control and risk management and mitigation measures are implemented to manage these risks; • succession planning including the implementation of appropriate systems for recruitment, training, determining compensation benefits and replacement of Board members and Senior Management staff; • developing and implementing an investor relations programme to enable effective communications with the shareholders and stakeholders; • supervising and assessing Management’s performance in managing the businesses of the WB Group; • reviewing the adequacy and integrity of the Group’s internal control systems, management information systems and risk management framework which includes sound system of reporting and in ensuring regulatory compliance with applicable laws, regulations, rules, directives and guidelines; • ensuring proper accounting and other records are kept to enable the preparation of true and fair financial statements; • ensuring an adequate group wide framework is in place to facilitate oversight and ensuring integrity of the group financial and non-financial performance and reporting, business strategies and priorities, risk management and corporate governance policies and practices of the Group; and • ensuring the group wide framework is established on corporate governance to include code of conduct and ethics, policies and procedures on anti-corruption and anti-money laundering, whistleblowing, managing conflict of interest, managing material sustainability risks and board diversity including gender diversity. The Board Charter is available on the Company’s website at www.wascoenergy.com. Apart from the aforesaid principal roles and responsibilities of the Board, the Board also delegates certain responsibilities to its Board Committees with clearly defined terms of reference to assist the Board in discharging its responsibilities. While the Board Committees have their own functions and delegated roles, duties and responsibilities, they will report to the Board with their decisions and/or recommendations. Hence, the ultimate responsibility and decision on all matters lies with the Board. As an effort to continuously observe high standard of ethical conducts, the Board has established the Company Directors’ Code of Ethics on 27 November 2018 and it was last reviewed by the Board on 29 August 2024. The Company Directors’ Code of Ethics is available on the Company’s website at www.wascoenergy.com. The Directors are guided by the SC Guidelines on Conduct of Directors in the discharge of their fiduciary duties towards the Company and the shareholders. The SC Guidelines on Conduct of Directors covers the Conduct Requirements for Directors, Maintaining Proper Records and Accounts and Group Governance in promoting corporate governance practices among the listed corporations in Malaysia. The Board of Directors has also established the Principles of Business Conduct as guidance for the conduct of the Group’s businesses and on issues pertaining to conflict of interest and related parties which may affect any members of the Board. The Principles of Business Conduct is available on the Company’s website at www.wascoenergy.com. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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