145 INTEGRATED ANNUAL REPORT 2024 Overview of Wasco Berhad Key Messages Value Creation Commitment to Governance Sustainability Journey Financial Statements Other Information CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board has devoted sufficient time in carrying out their duties and responsibilities. The schedule of meetings for the calendar year comprising Board meetings and other Committee meetings is prepared by the Group Company Secretary and sent to members of the Board at least four months prior to the commencement of the calendar year to notify the Board on the meetings scheduled ahead. The Group Company Secretary besides overseeing the compliance matters and assisting the Chairman in overseeing the governance matters of the WB Group, she also plays a pivotal advisory role to the Board and its Committees to ensure that they function effectively. The Group Company Secretary keeps abreast with the latest amendments to the laws, acts, regulations, guidelines and codes by attending various relevant talks, seminars, conferences and workshops. The Board also takes their own initiatives and liberty to regularly update their knowledge and enhance their skills by attending the relevant seminars and talks as listed under item 1.12 Directors’ Training. The members of the Board have maintained the number of other directorships comfortable and manageable by them in respect of time and commitment. 1.2 Board Composition and Balance During the year under review, the Board is led by the Non-Executive Chairman, Dato’ Seri Robert Tan Chung Meng and altogether, the Board of WB comprises of eight (8) members, which includes one (1) Executive Director, four (4) Non-Independent Non-Executive Directors (including the Non-Executive Chairman) and three (3) Independent Non-Executive Directors. Mr Chan Cheu Leong, a Non-Independent Non-Executive Director of the Company has resigned from the Board of Directors of WB with effect from 1 July 2024. The Board composition fulfilled Bursa Malaysia’s MMLR to have at least one-third (1/3) of Independent Directors and one (1) woman Director on Board. The composition of the Board reveals their varied background as outlined on pages 111 to 119 of this Annual Report. The Board members are equipped with the relevant skills, knowledge and expertise required for the proper oversight of the Company’s affairs. The effectiveness of the individual Directors and the Board as a whole are assessed annually by the Nomination and Remuneration Committee. Generally, the Executive Director along with the Management Team are responsible for making and implementing operational decisions. The Non-Executive Directors play a key supporting role, contributing their skills, expertise and knowledge towards the formulation of the Group’s strategic and corporate goals and objectives, policies and decisions. The Board collectively make decisions in the best interest of the Company. In the event of a vacancy in the Board which resulted in non-compliance with Paragraph 15.02(3) of the MMLR, the Company will fill up the vacancy within (3) three months. 1.3 Board Independence The number of Independent Directors on the Board complies with Paragraph 15.02, Chapter 15 of the MMLR, which states that at least two (2) Directors or one-third (1/3) of the Board, whichever is higher, shall comprise of Independent Directors and at least one (1) woman Director on the Board of the Company. The existing Independent Directors fulfilled the criteria of independence as defined in the MMLR as follows:- (i) they have fulfilled the criteria of independence as per the definition set out under Chapter 1 of the MMLR; (ii) they have the required skill sets, experience and expertise;
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