151 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 BSC assists the Board in fulfilling its corporate governance and oversight responsibilities in relation to the relevant Acts, Laws, Requirements, Codes, Regulations and Policies governing the Company. The BSC oversees the development and implementation of the Group’s sustainabilityrelated framework, anti-bribery and corruption compliance, anti-money laundering compliance, risk management framework and all other relevant compliances and their related policies and frameworks. The BSC reports and updates the Board on matters and findings by the BSC and makes the necessary recommendations to the Board within its terms of reference or as authorised by the Board. The BSC comprises exclusively of Non-Executive Directors and majority of whom are independent. The Chairman of the BSC is an Independent Director. The Terms of Reference and duties and responsibilities of the BSC were last reviewed by the Board on 24 August 2023 and they are available on the Company’s website at www.wascoenergy.com. i. Risk Management Committee The Risk Management Committee (“RMC”) comprises of the Chief Financial Officer, Group Internal Audit Head and Heads of Business Units/Divisions. The Committee meets at least four (4) times a year to discuss, assess, manage and mitigate risks associated with the respective Business Units and Divisions and the Group as a whole. The Summarised Risk Registers compiled and confirmed by the respective Heads of the Business Units/Divisions and based on which WB Group’s key risks are identified for monitoring. Potential new investments or divestments are tabled to the RMC for comprehensive risks assessment review and deliberation on the risks associated with the proposed investment before the said proposed investment is tabled to the AC and/or BSC for review and evaluation before tabling to the Board for approval. The AC and/or the BSC will consider and evaluate the feasibility of the investment related proposals by taking into account the comprehensive feasibility study, due diligence reports, valuation reports and/or other relevant reports in accordance with the standard operating procedures. With the threshold limits of the value of the investment related proposals being established to determine the relevant approvals required. The role of the RMC has been expanded to cover the areas of risks related to sustainability and regulatory of the WB Group. The RMC reports to the BSC on matters and updates pertaining to sustainability and regulatory risks of the Group on a quarterly basis. The RMC has embedded bribery and corruption risk in the risk register and in the annual risk assessment of WB Group. ii. Integrity Committee The Integrity Committee is established comprising members from the Senior Management of the Group. The Integrity Committee oversees the areas of anti-corruption and corporate liability for corruption pursuant to Section 17A of the Malaysian Anti-Corruption Commission (MACC) Act 2009 (Amendment 2018) (“MACC Act”) as well as matters pertaining to anti-money laundering pursuant to the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”), and in ensuring that adequate and appropriate policies and procedures are in place and the Company’s approach to anti-bribery and anticorruption as well as the anti-money laundering is in compliance.
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