CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“Board”) of Dagang NeXchange Berhad (“DNeX” or the “Company”) recognises the importance of good corporate governance. It is committed to practising high standards of corporate governance throughout the Company and its subsidiaries (collectively, the “DNeX Group”). The Board is pleased to present the Corporate Governance (“CG”) Overview Statement of the Company for the financial year ended 31 December 2025 (“FYE 31 December 2025”). This CG Overview Statement is prepared pursuant to the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”). This CG Overview Statement should be read in conjunction with the CG Report for FYE 31 December 2025, which is available on the Company’s website at www.dnex.com.my for a comprehensive understanding. The Board is committed to implementing measures that enhance compliance with these principles, recommended best practices, and align with the Company’s course of business. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1. BOARD RESPONSIBILITIES 1.1 Board Responsibilities The Board is responsible for overseeing the management of DNeX Group and making all major policy decisions for the Company. Its primary aim is to ensure exemplary leadership, effective strategies, and robust internal controls for risk management are established and maintained. The Board is also committed to achieving the highest standards of business integrity, ethics, and professionalism in all of the Company’s activities. The Board provides essential leadership, establishes the Company’s objectives and develops strategies that direct the Company’s ongoing efforts to achieve these goals. Directors are expected to exercise skill and care in fulfilling their responsibilities to the Company, and they are subject to fiduciary duties. They are accountable to the shareholders for the Company’s performance. To effectively discharge its functions and responsibilities, the Board has established authority limits for the DNeX Group and has delegated specific duties to the relevant management teams. In 2021, the Board, in consultation with BDO Governance Advisory Sdn. Bhd., conducted a thorough review of the existing Discretionary Authority Limits (“DAL”) and approved a revised version to enhance operational efficiency, clarity, and transparency within the DNeX Group. Subsequently, the Company changed the name of the DAL to Authority Limits (“AL”) and made further modifications on 27 May 2024, 29 August 2024, 19 December 2024 and 28 August 2025. These updates facilitate empowered decision-making and ensure smooth and efficient day-to-day operations while incorporating necessary checks and balances. The revised AL emphasises risk mitigation at all organisational levels by promoting better delegation of authority and appropriate checks and balances, which reduce the risks associated with decision-making by any one individual or position. The Board Charter and the revised AL clearly outline the matters that are reserved for the Board’s decision-making, ensuring that management brings issues of strategic importance or those that could have a significant impact to the Board for deliberation and approval. Key matters reserved for the Board’s approval include, but are not limited to, the strategic business plan, the annual budget, related party transactions, mergers, investments, and divestments, while always ensuring compliance with the laws and regulations applicable to DNeX Group. The Board develops a Board Charter that serves as a reference and primary induction material, providing Board members and the management with insight into the Board’s function. The Board Charter contains specific guidance to the Board members on, inter alia, the key values, principles and ethos of the Company, the Board’s principal responsibilities, composition of the Board, directors’ qualification standards, matters reserved for the Board, induction of newly appointed directors and continuing education, annual performance evaluation and the division of roles between the Board and the management. 87 OPERATIONAL REVIEW SUSTAINABILITY STATEMENT GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION INTELLIGENCE POWERING
RkJQdWJsaXNoZXIy NDgzMzc=