(iv) Recommendation of candidates to be made by the NRC to the Board, as well as recommendations for appointment as a member of the various Board Committees, where necessary; (v) Decision to be made by the Board on the proposed new appointment, including appointment to the various Board Committees; (vi) Announcement to Bursa Securities; and (vii) Conduct an onboarding briefing for the new Board member as soon as practicable after the appointment date. 2.5 Re-election of Directors The Company’s Constitution states that an election of Directors shall occur each year. During the annual general meeting (“AGM”), one-third (1/3) of the current Directors will retire from their positions. If the total number of Directors is not three (3) or a multiple of three (3), then the number retiring will be the nearest figure to one-third (1/3). Additionally, all Directors, including the Managing Director and Executive Directors, shall retire from office at least once every three (3) years, as required by the MMLR, but they are eligible for re-election. A retiring Director will remain in office until the conclusion of the meeting at which they retire. The Directors who are to retire each year will be those subject to retirement by rotation and have served the longest since their last election. In cases where the Directors have equal seniority, the retiring Directors will be determined by lot, unless the Directors agree otherwise. Where a person has been appointed as a director to fill a casual vacancy or as an additional Director, they will hold office until the conclusion of the next AGM and be eligible for re-election at such meeting. The NRC recommends to the Board the re-election of Directors who are due for re-election for the Board’s consideration and subsequent recommendation to shareholders for approval at the AGM. 2.6 Annual Assessment of Directors The Board, through the NRC, conducts an annual assessment of its effectiveness and the effectiveness of each Director and the Board Committees established by the Board. The assessment covers various areas, including the Board’s roles and responsibilities, its structure and composition, its conduct and meeting processes, its interactions and communications with management and other stakeholders, and the overall effectiveness of the Chairman. Additionally, the Board Committees are evaluated based on their accountabilities and responsibilities, as well as their success in achieving their objectives. For FYE 31 December 2025, the company secretary conducted an annual assessment through questionnaires sent to each director. This assessment evaluated the performance of the Board, Board Committees, and individual directors through self and peer assessments. It also included an evaluation of Independent Directors’ independence and a review of the Board’s performance in environmental, social and governance or sustainability. The NRC also reviewed the terms of office and performance of the AC and its members to ensure they aligned with the requirements under paragraph 15.20 of the MMLR. Based on the Corporate Governance Guide issued by Bursa Securities, the AC’s assessment includes evaluating the quality and composition, skills and competencies, and the administration and conduct of meetings. The company secretary presented the findings and comments from the annual assessment to the NRC. The results indicated that the Board, its committees, and the individual directors performed satisfactorily and effectively during the financial year in fulfilling their functions and duties. CORPORATE GOVERNANCE OVERVIEW STATEMENT DNeX INTEGRATED REPORT 2025 94 ABOUT THIS REPORT LEADERSHIP VALUE CREATION @DNeX LEADERSHIP INSIGHTS OVERVIEW OF DAGANG NeXCHANGE BERHAD
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