x. Directors’ Fit and Proper Policy The Directors’ Fit and Proper Policy was established on 23 May 2022 to guide the NRC, the Managing Director/Group Chief Executive Officer and Deputy Managing Director in the appointment and re-appointment/re-election of Directors, Chief Executive Officers and Chief Financial Officers of the WB Group based on a list of fit and proper criteria. During the financial year under review, the NRC reviewed and assessed candidates for new Board members prior to their appointment and the existing Board members who are due for retirement by rotation and are eligible for re-election, based on the fit and proper criteria stated in the Directors’ Fit and Proper Policy. The NRC was satisfied with the outcome of the assessments and duly recommended the respective appointments/re-elections of the Board candidates/members to the Board of Directors for approval. The terms of the Directors’ Fit and Proper Policy are reviewed and updated from time to time to ensure that they are relevant and in line with the requirements of all relevant acts, rules and guidelines currently in force. The Directors’ Fit and Proper Policy is available on the Company’s website at www.wascoenergy.com. xi. Diversity Policy The Diversity Policy was established on 27 November 2018 to promote diversity in the Company and Group’s Board of Directors, Senior Management and workforce whereby gender diversity is essential to attain effective strategic objectives of the Group, to enhance sustainable growth and development, and to promote better corporate governance. The terms of the Diversity Policy are reviewed and updated from time to time to ensure that they are relevant and in line with the requirements of all relevant acts, rules and guidelines currently in force. The Diversity Policy is available on the Company’s website at www.wascoenergy.com. xii. Roles of the Chairman of 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 are 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 Without prejudice to the generality of the foregoing, the NRC shall:- a. Determine the core competencies and skills required of Board members to best serve the business and operations of the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies; 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 as a whole including its effectiveness in promoting a diverse Board composition which includes appropriate number of woman Director(s), as required under the MMLR of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and addressing the Group’s material sustainability risks and opportunities; c. Review the size of Non-Executive participation, Board balance and determine if additional Board members are required and also to ensure that at least one-third (1/3) of the Board is independent; Nomination and Remuneration Committee 111 Wasco Berhad
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