WASCO BERHAD 150 CORPORATE GOVERNANCE OVERVIEW STATEMENT (a) Audit Committee The composition of the Audit Committee (“AC”) comprises of Non-Executive Directors i.e. two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director and the AC is chaired by an Independent Non-Executive Director. The Terms of Reference was last reviewed by the Board on 27 February 2024. The Terms of Reference, including the duties and responsibilities of the AC are available on the Company’s website at www.wascoenergy.com. This included AC’s responsibility to review the actual, potential and/or perceived conflict of interest declared by Directors and Key Senior Management to determine the conflict of interest disclosed and the measure(s) required to be taken to resolve, eliminate or mitigate the conflicts (if any) before the details of the conflict of interest are reported to the Board. A summary of activities of the AC in the discharge of its functions and duties for the financial year ended 31 December 2024 are set out separately in the AC Report as laid out on pages 126 to 131 of this Annual Report. (b) Nomination and Remuneration Committee The Nomination and Remuneration Committee (“NRC”) comprises of three (3) Non-Executive Directors and a majority of whom are Independent Directors. The NRC is chaired by an Independent Non-Executive Director. The activities of the NRC in the discharge of its duties for the financial year ended 31 December 2024 are set out on pages 132 to 137 of this Annual Report. The NRC oversees the appointment of Directors and succession planning and development of a diverse pipeline for Board and Management succession. The NRC also assesses the Board and Board Committees’ effectiveness and the contribution of each individual Director independently in the discharge of their duties and responsibilities by conducting annual assessment of the Board’s effectiveness as a whole, the Board Committees and the contribution of each individual Director using a set of customised assessment questionnaires to be completed by the Directors. A Peer Evaluation is also conducted for Directors to evaluate the proficiency and performance of fellow members of the Board during the period under review. The results of the assessment are compiled by the Group Company Secretary and they are tabled to the Board for review and deliberation. The NRC sets the policies and procedures to determine the remuneration packages of the Directors and Senior Management to ensure that they are sufficient to attract and retain them to run the Company successfully and to drive the Company’s long-term objectives. The remuneration packages will then be recommended to the Board for discussion and approval. The individuals concerned will abstain from discussion involving their own remuneration. The information on the NRC and its Terms of Reference including its functions are available on pages 132 to 137 of this Annual Report. The Terms of Reference including the roles and responsibilities of the NRC were last reviewed by the Board on 23 May 2023 and they are available on the Company’s website at www.wascoenergy.com. (c) Board Sustainability Committee The Governance, Compliance and Risk Committee of the Company had changed its name to the Board Sustainability Committee (“BSC”) with effect from 29 August 2024. The BSC comprises of three (3) Sub-Committees namely:- - Risk Management Committee - Integrity Committee - Sustainability Steering Committee
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