168 WASCO BERHAD SECTION 5 COMMITMENT TO GOVERNANCE 4.3 Re-election of Directors On 28 February 2025 and 24 February 2026, the NRC reviewed the Board members who were due for retirement by rotation pursuant to Clause 117 of the Company’s Constitution and are eligible for re-election based on the fit and proper criteria as outlined in the Directors’ Fit and Proper Policy. The NRC was satisfied with the outcome of the assessments. 4.4 Board’s Performance Evaluation On 28 February 2025 and 24 February 2026, the NRC assessed the annual evaluation conducted on the performance and the effectiveness of the Board as a whole, the Board Committees and contribution of each individual Director using a set of customised assessment questionnaires to be completed by the Directors. The results of the assessment were compiled by the Group Company Secretary and were tabled to the Board for review and deliberation. The Board was pleased with the results and outcomes of all the annual evaluations and assessments conducted, with the appropriate size and composition of the Board which is well-balanced and has the right mix of skills sets and comprising individuals of high calibre and credibility to enable the Board to discharge its fiduciary duties and responsibilities effectively. The NRC is satisfied with the existing Board composition with regards to the mix of skills, experience, expertise and independence in meeting the required needs of the Company, taking into consideration the gender diversity and ethnicity of the members of the Board. The Board is supported by the core Senior Management team having the relevant and appropriate qualifications, experience and competencies in their respective roles and functions. 4.5 Assessment of the Independent Directors On 28 February 2025 and 24 February 2026, the NRC assessed the independent review and assessment conducted on the Independent Directors based on the Independent Directors’ Annual Declaration Form and the NRC was satisfied with the outcome and results whereby all the Independent Directors fulfilled the criteria required for an Independent Director as prescribed under the MMLR of Bursa Malaysia. 4.6 Review of the Audit Committee On 28 February 2025 and 24 February 2026, the NRC reviewed and assessed the terms of office and performance of the Audit Committee as a whole and each of its members based on a set of customised questionnaires pursuant to Paragraph 15.20 of Chapter 15 of the MMLR of Bursa Malaysia. The NRC opined that the Audit Committee and each of the members had carried out their duties in accordance with their Terms of Reference. 4.7 Review of the Remuneration Policy On 28 February 2025, the NRC reviewed and deliberated on the proposed amendments in the Company’s Remuneration Policy to streamline the Remuneration Policy to be in line with the Terms of Reference and other regulatory requirements. The NRC was satisfied with the proposed amendments and recommended the same for the Board’s approval. 4.8 Financial Literacy of Audit Committee Members On 28 February 2025 and 24 February 2026, the NRC reviewed and assessed the financial literacy assessment for each of the Audit Committee members based on a set of questionnaires pursuant to Practice 9.5 of the MCCG 2021. The NRC was pleased with the outcome of the assessment. NOMINATION AND REMUNERATION COMMITTEE
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