5. INDEPENDENCE ASSESSMENT OF THE INDEPENDENT DIRECTORS The NRC had conducted an independence assessment of the Independent Directors in respect of the financial year ended 31 December 2023 and the NRC was satisfied with the results whereby all the Independent Directors fulfilled the criteria for an Independent Director as prescribed under the MMLR of Bursa Malaysia. 6. REVIEW OF THE AUDIT COMMITTEE Pursuant to Paragraph 15.20 of Chapter 15 of the MMLR of Bursa Malaysia, the NRC had conducted a review on the terms of office and performance of the Audit Committee and each of the members annually and was of the opinion that the Audit Committee and each of the members have carried out their duties in accordance with their Terms of Reference. 7. FINANCIAL LITERACY OF AUDIT COMMITTEE MEMBERS Pursuant to Practice 9.5 of the MCCG 2021, the NRC had conducted the financial literacy assessment for each of the Audit Committee members 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 assessment. 8. WOMAN DIRECTOR ON BOARD The Board had on 7 April 2023 and 12 April 2023 respectively appointed a total of two (2) women Directors on the Board of Wasco Berhad as recommended by the NRC. 9. CONFLICT OF INTEREST The Conflict of Interest Policy is established and approved by the Board of Directors on 27 February 2024. All Directors and Key Senior Management have completed the Conflict of Interest Declaration Form to disclose and declare their nature and extent of conflict of interest (“COI”) (if any) based on actual, potential and perceived COI. These forms are compiled and tabled to the Audit Committee to determine the COI disclosed and the measures required to be taken to resolve, eliminate or mitigate the conflicts (if any). The details of the COI are then reported to the Board. All COI declarations made by the Directors and Key Senior Management and the measures taken to resolve, eliminate or mitigate the conflicts (if any) are recorded, maintained and properly documented. The Directors and Key Senior Management would also update the Company immediately should circumstances change in any way that affect their earlier COI declared. The COI declared by the Directors and Key Senior Management and the measures taken to resolve, eliminate or mitigate such conflicts (if any) are disclosed in the Profile of Board of Directors on page 94 and the Profile of Key Senior Management Team on page 99 of this Annual Report respectively. 10. COMPLIANCE WITH THE MMLR The new Board composition as at 12 April 2023 fulfilled the MMLR requirements to have at least one (1) woman Director on Board. Two (2) Independent Non-Executive Directors who had exceeded the twelve (12) years tenure had been redesignated as Non-Independent Non-Executive Directors with effect from 23 May 2023. One third of the Board of Directors are Independent Non-Executive Directors. Nomination and Remuneration Committee 115 Wasco Berhad
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