Typically, the materials distributed to the Board include minutes from the previous meeting, quarterly and annual financial statements, updates on corporate developments, minutes from Board Committee meetings, proposals for acquisition and disposals, any related party transactions and/or recurring related party transactions, updates from Bursa Securities, a list of written resolutions passed by directors, and reports on any directors’ dealings in securities, if any. Additionally, management is often invited to attend board meetings to provide detailed explanations on agenda items. External and internal auditors and advisers (including, but not limited to, the principal adviser for the corporate exercises undertaken by DNeX Group) will be invited to attend Board meetings as needed. They will provide additional information or clarification on matters relevant to the meeting agenda. All directors have unrestricted access to all information related to the DNeX Group’s businesses and affairs, allowing them to discharge their duties effectively. To support their duties, directors may seek independent professional advice on specific matters at the Company’s expense, either as a Board collectively or in their capacities. 1.7 Company Secretary The Board is assisted by a qualified and competent company secretary who is vital in advising the Board on DNeX Group’s constitution, policies, procedures and compliance with relevant regulatory requirements, codes, guidance, and legislation. The company secretary is a fellow member of the Malaysian Institute of Chartered Secretaries and Administrators (“MAICSA”) and holds a Practicing Certificate from the Companies Commission of Malaysia (“CCM”). All directors have unrestricted access to the advice and services of the company secretary for the conduct of the Board’s affairs and business. The company secretary remains constantly abreast of the evolving capital market environment, regulatory changes, and corporate governance developments by attending relevant conferences and training programmes. Additionally, he has attended the continuous professional development programmes required by the CCM and MAICSA for practising company secretaries. The Board is satisfied with the performance and support provided by the company secretary in fulfilling his duties. 1.8 Periodic Review and Publication of Board Charter The Board Charter is available on the Company’s corporate website at www.dnex.com.my. The Board shall periodically review and update the charter to ensure it remains relevant and practical. 2. BOARD COMPOSITION 2.1 Commitment of the Board The directors are aware of their time commitments to the DNeX Group, which includes attending Board meetings, Board Committee meetings, and other types of meetings. Before each new financial year begins, the annual Board meeting calendar is planned and approved in collaboration with the directors. In between Board meetings, any approvals for matters requiring the Board’s sanction are obtained through circular resolutions, which contain all relevant information necessary for the Board to make informed decisions. All circular resolutions approved by the Board are tabled for notation and confirmation at the subsequent meetings. The Board is satisfied with the time commitment demonstrated by the directors in fulfilling their roles and responsibilities, as reflected in the directors’ satisfactory attendance at each Board meeting. CORPORATE GOVERNANCE OVERVIEW STATEMENT 91 OPERATIONAL REVIEW SUSTAINABILITY STATEMENT GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION INTELLIGENCE POWERING
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