166 WASCO BERHAD SECTION 5 COMMITMENT TO GOVERNANCE xii. Roles of the Chairman of the NRC The Chairman of the NRC shall lead the succession planning and appointment of Directors and oversee the development of a diverse pipeline for board and management succession, including the future Chairman, Executive Directors and Chief Executive Officer. The Chairman shall also lead the annual review of board effectiveness, ensuring that the performance of each individual Director and Chairman of the Board Committee is independently assessed. The Chairman shall also assess the Board’s effectiveness and the contribution of each individual Director independently in the discharge of their duties and responsibilities. xiii. Functions of the NRC The NRC shall carry out the following to best serve the business and operations of the Group and address the Group’s material sustainability risks and opportunities:- a. Determine and recommend to the Board the optimum size and composition of the Board and core competencies and skills required of Board members; b. To review and assess the skills, expertise, experience, gender, age, ethnicity, time commitment and independence of its Directors to ensure their relevance and the efficiencies and effectiveness of the Board and compliance to regulations; c. Obtain and review candidates from various sources and recommend to the Board, suitable candidates to fill vacant directorships; d. Recommend to the Board, Directors to fill the seats on Board Committees; e. Develop a formal assessment and undertake an annual assessment of the efficiency and effectiveness of the Board, Board Committees, Directors and Senior Management; f. To review the appointment, re-appointment/re-election and resignation of Directors on the Board of the Company and of its subsidiaries, where necessary and to recommend to the Board for continuation or discontinuation in service of Directors; g. To review the appointment and termination of key officers i.e. Group Chief Executive Officer, Chief Financial Officer and Group Company Secretary; h. Establish and review the Group’s policy on remuneration and procedures for determining annual remuneration for the Group as a whole and for individual Directors and Senior Management. Ensure the policy and procedures are relevant with time to attract and retain the required people; and i. To consider the extent of the details of the Board of Directors and Key Senior Management’s remuneration to be reported in the Company’s Annual Report in compliance with the Malaysian Code on Corporate Governance 2021 (“MCCG 2021”) and the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). xiv. Independent Director The definition and requirements of an “Independent Director” are in accordance with Chapter 1 and Practice Note 13 of the MMLR of Bursa Malaysia and includes the recommended best practices in corporate governance as provided in the MCCG 2021. NOMINATION AND REMUNERATION COMMITTEE
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