CORPORATE GOVERNANCE OVERVIEW STATEMENT Encik Faizal Sham bin Abu Mansor was appointed as the GCEO, effective 1 November 2024 and leads the Group’s management team. Meanwhile, Tan Sri Dato’ Sri Haji Syed Zainal Abidin bin Syed Mohamed Tahir (“Tan Sri Syed Zainal Abidin”), was redesignated as the Non-Independent Non-Executive Chairman of the Board on 1 January 2025. In his role as the Non-Independent Non- Executive Chairman, Tan Sri Syed Zainal Abidin will continue to lead DNeX’s Board in discharging its duties and fulfilling its responsibilities to the Group’s stakeholders while ensuring compliance with regulations and best practices in corporate governance. He will also provide his expertise and support on key strategic initiatives and stakeholder management. The Non-Independent Non-Executive Chairman of the Board is primarily responsible for ensuring the effective and efficient operation of the Board. In addition to leading the Board with a strong focus on governance and compliance, the Chairman also facilitates Board meetings. Among other duties, the key responsibilities of the Chairman of the Board include: (i) providing leadership and stewardship to the Board so that the Board can perform its responsibilities effectively; (ii) setting the Board agenda and ensuring that Board members receive complete and accurate information in a timely manner; (iii) leading Board meetings and discussions; (iv) encouraging active participation and allowing dissenting views to be freely expressed; (v) managing the interface between Board and management; (vi) ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole; and (vii) leading the Board in establishing and monitoring good corporate governance practices in DNeX Group. The Board has delegated responsibility for overseeing the day-to-day operations of DNeX Group, as well as for implementing the policies and strategies adopted by the Board, to the GCEO and the management team. This delegation aims to create long-term value for shareholders. The Board takes cognisance of practice 1.4 of the Malaysian Code on Corporate Governance (“MCCG”), whereby the Chairman of the Board should not be a member of the AC or the NRC to ensure checks and balances, maintain objectivity, and prevent any potential influence from the Chairman on such Board Committee(s). Therefore, our Chairman is not a member of the AC or the NRC. 1.3 Code of Conduct and Ethics and Whistleblowing Policy The Board has established a Code of Conduct and Ethics (“Code”) for the Company and, together with management, implements its policies and procedures, including those for managing conflicts of interest, preventing the abuse of power, corruption, insider trading and money laundering. The Code is available on the Company’s corporate website, www.dnex.com.my. To ensure compliance with relevant regulations and practices, the Board is provided with guidance on disclosing conflicts of interest and other disclosure information/ requirements. DNeX Group has established procedures to address and manage potential conflicts between the directors’ interests and those of DNeX Group. These procedures require directors to abstain from participating in deliberations during meetings and from voting on any matter where they may have a personal interest or conflict. DNeX Group has also established a Whistleblowing Policy, which provides a structured mechanism for all employees and any parties to report suspected and/or known misconduct, wrongdoing, corruption and instances of fraud, waste, and/or abuse involving DNeX Group’s resources. The policy ensures that whistleblowers are protected from reprisals or victimisation when they report in good faith. 89 OPERATIONAL REVIEW SUSTAINABILITY STATEMENT GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION INTELLIGENCE POWERING
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