182 WASCO BERHAD SECTION 5 COMMITMENT TO GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT She ensures that the Group complies with the Companies Act, 2016, MMLR, Capital Markets & Services Act, 2007 and all relevant acts, rules, regulations, codes and guidelines of the relevant authorities and governmental/ regulatory bodies and their relevant updates and amendments from time to time. She assists the Board of Directors in overseeing and advising on the relevant aspects of the regulatory, compliance and corporate governance matters of the Group. She attends all meetings of the Board of Directors and all meetings of the Committees and Sub-Committees of the Board and captures all discussions and deliberations thereat comprehensively and accurately in her minutes. Her prompt and well written minutes and advices given to the members of the Board have so far assisted the Board of Directors in making informed decisions as well as for the Management to promptly act on decisions approved by the Board. The Board of Directors is satisfied with the competent performance and support rendered by the Group Company Secretary in the discharge of their duties and functions as members of the Board. Ms Woo also assists in overseeing the Integrity function of WB. She is the Chairperson of the Integrity Committee and chairs the Integrity Committee meetings held on a quarterly basis. She assisted in the review and update of the Anti-Bribery and Corruption Policy (“ABC Policy”), the Anti-Bribery Management System Manual (“ABMS Manual”) and its twenty-three (23) Standard Operating Procedures (“SOP”) prior to the consolidation of (ISO 37001 ABMS) Whistleblowing SOP (“SOP 23”) and (ISO 37001 ABMS) Investigation and Referring to Authorities SOP (“SOP 24”) as well as the drafting of the Anti-Money Laundering Policy (“AMLA Policy”) which was approved by the Board of Directors on 28 November, 2024. 1.10 Appointments to the Board The Nomination and Remuneration Committee is responsible for assessing and making recommendations on any new appointments to the Board and its various Board Committees. In making these recommendations, due consideration is given to the composition, objective criteria, required mix of skills, expertise, knowledge, experience, professionalism and integrity that the proposed Directors shall bring to complement the Board. However, no person shall be appointed, re-appointed, elected or re-elected as a Director on the Board or continue to serve as a Director if the person is or becomes an active politician. The Directors would notify the Chairman of the Board before accepting any new directorships and the expected time to be spent on the new appointment. 1.11 Re-election of Directors The Company’s Constitution provides that all the Directors shall retire at least once (1) in every three (3) years and are eligible for re-election at each Annual General Meeting in compliance with the MMLR. The shareholders have the right to vote on the election/ re-election of all Directors tabled at general meetings. 1.12 Board Committees The Board delegates specific responsibilities to the respective Board Committees of the Board, each of which has clearly defined terms of reference and its own functions, delegated roles, duties and responsibilities. The Board reviews the functions and terms of reference of Board Committees from time to time to ensure that they are relevant and updated in line with the MCCG 2021, the MMLR and other related policies and/or regulatory requirements. The Board Committees have the authority to examine specific issues and report to the Board on the outcome of their proceedings, deliberations, findings and recommendations. The Board also reviews the minutes of the Board Committees’ meetings presented at Board meetings. During Board meetings, the Chairman of the respective Committees provide summary reports of the decisions and recommendations made at the respective Board Committees’ meetings, and highlight to the Board on any further deliberation and/or approval that is required at the Board level. The Board Committees shall deliberate and thereafter recommend their decisions to the Board for its approval. The relevant decisions and recommendations of the Board Committees are incorporated into the minutes of the Board meetings accordingly.
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