jj. To review and determine the appropriate remuneration package for the Board of Directors and Key Senior Management of the Group as follows:- - Head Office – Group Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Group Company Secretary; kk. To review the salary increment or adjustment in the event of promotion or redesignation of Key Senior Management of the Group, where necessary; ll. To review the annual increment and bonus payment for Key Senior Management of the Group basing on the performance of the Group and performance of the individuals, where necessary; mm. To establish schemes, options and remuneration and compensation plans for the Board of Directors and Key Senior Management of the Group, where appropriate; and nn. Generally, to decide and implement such other matters as may be delegated by the Company’s Board of Directors from time to time. xiv. Independent Director The definition and requirements of an “Independent Director” are in accordance with Chapter 1 and Practice Note 13 of the MMLR of Bursa Malaysia, and includes the recommended best practices in corporate governance as provided in the MCCG 2021. xv. Succession Planning for Board and Key Officers The NRC shall develop an effective succession planning framework, talent management programme, and human capital development process for the Board and the key officers of the Company. The NRC shall oversee the succession planning for the Board members and the key officers. 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 NRC was established by the Board of Directors on 23 May 2023 and is available on the Company’s website at www.wascoenergy.com. 4. BOARD’S EFFECTIVENESS ASSESSMENT The NRC conducted an annual assessment of the Board’s effectiveness as a whole and the contribution of each individual Director in respect of the financial year ended 31 December 2023 using a set of customised self-assessment questionnaires to be completed by the Directors. The results of the selfassessment by Directors and the Board’s effectiveness as a whole as compiled by the Group Company Secretary were tabled to the Board for review and deliberation. The Board was satisfied with the results of the annual assessment and that the current size and composition of the Board is appropriate and well-balanced with the right mix of skills with the Board composition comprising individuals of high calibre, credibility and with the necessary skills and qualifications to enable the Board to discharge its responsibility effectively. Assessment was also conducted on the Board Committees’ effectiveness based on a set of questionnaires to be completed in respect of the financial year ended 31 December 2023 and the NRC was pleased with the outcome of the said assessment. 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 Management team having the relevant and appropriate qualifications, experience and competencies in their respective roles and functions. Nomination and Remuneration Committee Integrated Annual Report 2023 114
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