Nomination and Remuneration Committee 2. ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE The NRC is responsible for assessing and making recommendations on any new appointments to the Board and its various Board Committees as well as the Directors who are retiring by rotation to be put forward for re-election. The NRC shall set the policy framework and:- a) Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board after considering the candidates’:- - skills, knowledge, expertise and experience; - professionalism; - integrity; and - in the case of candidates for the position of Independent Non-Executive Directors, to evaluate the candidates’ ability to discharge such responsibilities/functions as expected from the Independent Non-Executive Directors. b) Consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and within the bounds of practicability, by any other senior executive or any director or shareholder; c) Recommend to the Board, directors to fill the seats on Board Committees; d) Promote a diverse Board composition which includes at least one (1) women Director on the Board, as required under the Main Market Listing Requirements (“MMLR”); e) Review the participation of women in Senior Management to ensure there is healthy talent pipeline; and f) Oversee the effective succession planning, talent management and human capital development for the Board and key officers. The NRC shall also set the policies and procedures to determine the remuneration of Wasco Berhad’s (“WB”) Board of Directors and Senior Management, drawing from outside advice as necessary with the objective of ensuring:- a) that the Company’s Directors and Senior Management are fairly rewarded for their individual contributions to the Company’s overall performance; b) that the levels of remuneration should be sufficient to attract and retain the Directors and Senior Management needed to run the Company successfully; c) that the levels and composition of remuneration of Senior Management take into account the Company’s intention to attract and retain the right talents to drive the Company’s long-term objectives; and d) that the levels of remuneration for Directors and Senior Management are based on the Company’s performance in managing material sustainability risks and opportunities. The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman should be a matter for the Board as a whole. The individuals concerned should abstain from discussion of their own remuneration. 109 Wasco Berhad
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