• Role of the Board in strategy and planning • Risk management framework • Accountability and the standard of conduct of directors (iv) Reviewed the term of office and performance of the AC and each of its members to ascertain that the AC and its member have carried out their duties in accordance with the AC’s Terms of Reference. (v) Assessed and reviewed the independence and continuing independence of the Independent Directors. (vi) Reviewed and recommended the appointment of the director. (vii) Reviewed, assessed, and recommended the remuneration packages of the Executive Directors and senior management. (viii) Reviewed the directors’ fees and other benefits payable to Non-Executive Director. (ix) Reviewed the Terms of Reference of the NRC. 3.3 BPTC The BPTC was established on 16 December 2013 to oversee the procurement and contract management processes for DNeX Group. Below are the details of the composition of the BPTC, the meetings convened, and the attendance of each BPTC member at the meetings conducted during the FYE 31 December 2025: 3.4 LTIP Committee The Company obtained shareholder approval for these corporate exercises during the Extraordinary General Meeting held on 26 June 2025, which authorized and empowered the Board to amend the existing ESOS By-Laws by adopting the LTIP By-Laws and reconstitute the ESOS Committee into an LTIP Committee by which the proposed LTIP will be administered in accordance with the LTIP By-Laws by the said LTIP Committee, which will be responsible for, amongst others, implementing and administering the proposed LTIP. The LTIP comprised the Share Grant Plan (“SGP”) and Employee Share Option Scheme (“ESOS”). The SGP and ESOS are intended to award DNeX Shares and share options, respectively, to Directors and/ or employees of the Group. Details of the composition, meetings convened, and attendance of each LTIP Committee member at the LTIP Committee meetings held during the FYE 31 December 2025 are as follows: NAME DESIGNATION DIRECTORATE NUMBER OF MEETINGS ATTENDED Zalina binti Shaher Chairperson Independent Non-Executive Director 1/1 Datuk Johar bin Che Mat Member Senior Independent Non-Executive Director 1/1 Haslinda bt Hussein Member Independent Non-Executive Director 1/1 NAME DESIGNATION DIRECTORATE NUMBER OF MEETINGS ATTENDED Datuk Johar bin Che Mat Chairman Senior Independent Non-Executive Director 1/1 Tan Sri Dato’ Sri Haji Syed Zainal Abidin bin Syed Mohamed Tahir Member Non-Independent Non-Executive Chairman(1) 1/1 Mohd Isa bin Ismail(2) Member Executive Director 1/1 Notes: (1) Redesignated from Executive Chairman to Non-Independent and Non-Executive Chairman of the Company, effective 1 January 2025. (2) Appointed as a member of the ESOS Committee of the Company effective 6 January 2025. CORPORATE GOVERNANCE OVERVIEW STATEMENT DNeX INTEGRATED REPORT 2025 98 ABOUT THIS REPORT LEADERSHIP VALUE CREATION @DNeX LEADERSHIP INSIGHTS OVERVIEW OF DAGANG NeXCHANGE BERHAD
RkJQdWJsaXNoZXIy NDgzMzc=