1.10 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. 1.11 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 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. During the financial year under review, the Board has revamped the Board Committees in accordance with their respective roles, functions and responsibilities. There are three (3) established principal Board Committees namely, Audit Committee, Nomination and Remuneration Committee and the Governance, Compliance and Risk Committee. While the sub-committees of the Board are the Risk Management Committee, Integrity Committee and the Sustainability Steering Committee and these committees report to the Governance, Compliance and Risk Committee and for certain matters that fall under the purview of the Audit Committee, they will be tabled to the Audit Committee for review and recommendation. (a) Audit Committee The composition of the Audit Committee (“AC”) comprises of Non-Executive Directors i.e. two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The Terms of Reference is last reviewed by the Board on 27 February 2024. The Terms of Reference, including the duties and responsibilities of the AC are available on the Company’s website at www.wascoenergy.com. This included AC’s new responsibility to review the actual, potential and/or perceived conflict of interest declared by Directors and Key Senior Management to determine the conflict of interest disclosed and the measure(s) required to be taken to resolve, eliminate or mitigate the conflicts (if any) before the details of the conflict of interest are reported to the Board. A summary of activities of the AC in the discharge of its functions and duties for the financial year ended 31 December 2023 are set out separately in the AC Report as laid out on pages 103 to 107 of this Annual Report. (b) Nomination and Remuneration Committee The Nomination and Remuneration Committee (“NRC”) is a merger of the Nomination Committee and the Remuneration Committee and with the merging of both the committees, it enables a holistic approach in the discussion and decision making. The NRC comprised of three (3) Non-Executive Directors and a majority of whom are Independent Directors. The activities of the NRC in the discharge of its duties for the financial year ended 31 December 2023 are set out on pages 108 to 115 of this Annual Report. Corporate Governance Overview Statement Integrated Annual Report 2023 128
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