The Non-Executive Directors play a key role in supporting DNeX Group by leveraging their skills, expertise, and knowledge to formulate DNeX Group’s strategic objectives, policies, and decisions. To ensure an effective discharge of the Board’s functions, the Board will assume the following six (6) principal responsibilities: (i) reviewing, adopting and monitoring the implementation of a strategic plan for DNeX Group; (ii) overseeing the conduct of DNeX Group’s business and evaluating whether the business is properly managed. In this respect, the Board must ensure that there are objectives in place against which the management’s performance can be measured; (iii) identifying principal risks and ensuring the implementation of appropriate controls and systems to monitor and manage these risks; (iv) ensuring succession planning, including the appointment, training, determination of remuneration and, where appropriate, replacement of senior management; (v) overseeing the development and implementation of a shareholders’ communication policy for the Company to ensure effective communication with its shareholders and other stakeholders; and (vi) reviewing the adequacy and integrity of DNeX Group’s internal control systems and management information systems, including systems for ensuring compliance with applicable laws, regulations, rules, directives, and guidelines. To assist in the discharge of its responsibilities, the Board has established the following Board Committees to carry out specific functions and to provide recommendations and advice: (i) Audit Committee (“AC”) (ii) Nomination and Remuneration Committee (“NRC”) (iii) Board Procurement and Tender Committee (“BPTC”) (iv) Long-Term Incentive Plan Committee (“LTIP”) (v) Risk, Governance and Sustainability Committee (“RGSC”) Each Board Committee operates under terms of reference approved by the Board, which are reviewed periodically. The Board is responsible for appointing the Chairman and members of each Board Committee. The Chairman of the respective Board Committees will report to the Board on the outcomes of any discussions and make recommendations thereon to the Board. However, the ultimate responsibility for the final decision lies with the Board. The Board may form other committees delegated with specific authorities to act on its behalf. These committees will operate in accordance with approved terms of reference or guidelines and will be formed as and when required. Board meeting agendas include statutory matters, governance, and management reports, covering strategic risks, strategic projects and operational items. The Board also approves an annual operating plan setting the performance targets for DNeX Group within the parameters of the corporate strategy. 1.2 Separation of positions of the Chairman and Group Chief Executive Officer The Board recognises the importance of having a clear division of power and responsibilities between the Chairman of the Board and the Group Chief Executive Officer (“GCEO”) to ensure an equilibrium of power and authority in managing and directing the DNeX Group. The roles of the Chairman of the Board and the GCEO are distinct and separate to engender accountability and facilitate a clear division of responsibilities, ensuring a balance of power and authority within the DNeX Group. This segregation of roles also promotes a healthy and open exchange of views between the Board and management during their deliberations on the businesses, strategies, and key activities of the DNeX Group. CORPORATE GOVERNANCE OVERVIEW STATEMENT DNeX INTEGRATED REPORT 2025 88 ABOUT THIS REPORT LEADERSHIP VALUE CREATION @DNeX LEADERSHIP INSIGHTS OVERVIEW OF DAGANG NeXCHANGE BERHAD
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