167 SECTION 5 COMMITMENT TO GOVERNANCE INTEGRATED ANNUAL REPORT 2025 xv. Succession Planning for Board and Key Senior Management The NRC shall develop an effective succession planning framework, talent management program, and human capital development process for the Board and the Key Senior Management team of the Company, and oversee its effective implementation. xvi. Review of the Terms of Reference The NRC shall review the Terms of Reference from time to time to ensure its relevance and to consider any amendment/ improvement(s) thereto as and when the NRC deems necessary. Any variation/ amendment(s) to the Terms of Reference shall be recommended to the Board of Directors for endorsement and adoption. The Terms of Reference of the NRC was established by the Board of Directors on 23 May 2023 and the complete version is available on the Company’s website at www.wascoenergy.com. 4. ACTIVITIES UNDERTAKEN The summary of activities undertaken by the NRC in respect of the financial year ended 31 December 2025 are as follows:- 4.1 Proposed Annual Increment and Bonus for Employees, Senior Management and the Executive Director a. Group’s Key Performance Indicators (“KPIs”) On 28 February 2025 and 25 November 2025, the NRC reviewed and discussed the Group’s KPIs to be established for the financial year 2025 and the financial year 2026 respectively. The KPIs are derived from the financial target and the non-financial target comprising the Safety Pillar, People Pillar, Sustainability Pillar and Digital Pillar. b. Annual Increment Rate On 28 February 2025 and 24 February 2026, the NRC reviewed the proposed annual increment rate for employees, Key Senior Management and the Executive Director based on the rate included in the financial budgets in respect of the financial years ended 31 December 2025 and ending 31 December 2026 respectively. c. Proposed Bonus Payout On 28 February 2025 and 24 February 2026, the NRC reviewed the performance of the Group against the KPIs established in respect of the financial year 2024 and financial year 2025 respectively and the proposed bonus payout for the Group accordingly. 4.2 Proposed Board Fees and Meeting Allowances On 28 February 2025 and 24 February 2026, the NRC reviewed the Directors’ Fees and Meeting Allowances payable to the Non-Executive Directors to ensure that they are aligned with the current market rate and the Company’s financial performance. On 28 February 2025, the NRC recommended the payment of Directors’ Fees and Meeting Allowances of up to a total amount of RM950,000 and RM190,000 respectively, payable to the Non-Executive Directors on a quarterly basis in respect of the financial year ended 31 December 2025. NOMINATION AND REMUNERATION COMMITTEE
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