149 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 Ms Woo also assists in overseeing the Integrity function of WB. She is the Chairperson of the Integrity Committee and chairs the Integrity Committee meetings held on a quarterly basis. She assisted in the review and update of the Anti-Bribery and Corruption Policy (“ABC Policy”), the Anti-Bribery Management System Manual (“ABMS Manual”) and its twenty-four (24) Standard Operating Procedures (“SOP”) as well as the drafting of the Anti-Money Laundering Policy (“AMLA Policy”) which was approved by the Board of Directors on 28 November, 2024. 1.9 Appointments to the Board The Nomination and Remuneration Committee is responsible for assessing and making recommendations on any new appointments to the Board and its various Board Committees. In making these recommendations, due consideration is given to the composition, objective criteria, required mix of skills, expertise, knowledge, experience, professionalism and integrity that the proposed Directors shall bring to complement the Board. However, no person shall be appointed, re-appointed, elected or re-elected as a Director on the Board or continue to serve as a Director if the person is or becomes an active politician. The Directors would notify the Chairman of the Board before accepting any new directorships and the expected time to be spent on the new appointment. 1.10 Re-election of Directors The Company’s Constitution provides that all the Directors shall retire at least once (1) in every three (3) years and are eligible for re-election at each Annual General Meeting in compliance with the MMLR. The shareholders have the right to vote on the election/ re-election of all Directors tabled at general meetings. 1.11 Board Committees The Board delegates specific responsibilities to the respective Board Committees of the Board, each of which has clearly defined terms of reference and its own functions, delegated roles, duties and responsibilities. The Board reviews the functions and terms of reference of Board Committees from time to time to ensure that they are relevant and updated in line with the MCCG 2021, the MMLR and other related policies and/or regulatory requirements. The Board Committees have the authority to examine specific issues and report to the Board on the outcome of their proceedings, deliberations, findings and recommendations. The Board also reviews the minutes of the Board Committees’ meetings presented at Board meetings. During Board meetings, the Chairman of the respective Committees provide summary reports of the decisions and recommendations made at the respective Board Committees’ meetings, and highlight to the Board on any further deliberation and/or approval that is required at the Board level. The Board Committees shall deliberate and thereafter recommend their decisions to the Board for its approval. The relevant decisions and recommendations of the Board Committees are incorporated into the minutes of the Board meetings accordingly. During the financial year under review, the Board has revamped the Board Committees in accordance with their respective roles, functions and responsibilities. There are three (3) established principal Board Committees namely, Audit Committee, Nomination and Remuneration Committee and the Board Sustainability Committee. While the Sub-Committees of the Board are the Risk Management Committee, Integrity Committee and the Sustainability Steering Committee and these Committees report to the Board Sustainability Committee, and for certain matters that fall under the purview of the Audit Committee, they will be tabled to the Audit Committee for review and recommendation.
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