Dagang NeXchange Berhad Annual Report 2018

54 Dagang NeXchange Berhad Annual Report 2018 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1. BOARD COMPOSITION AND RESPONSIBILITIES 1.1 Composition and size of the Board Throughout the financial year ended 31 December 2018, the Company has continued to comply with the MMLR of Bursa Securities whereby at least two (2) directors or one- third (1/3) of the Board, whichever is higher, are Independent Directors. With the appointment of Datuk Johar Che Mat on 28 February 2018, the Board has nine (9) members comprising five (5) Independent Non- Executive Directors including the Chairman, one (1) Non- Independent Non-Executive Director, one (1) Executive Deputy Chairman, one (1) Group Managing Director and one (1) Executive Director. In MCCG 2017, at least half of the Board must comprise of independent directors and, for large companies, there must be a majority of independent directors. The Board composition and size are periodically assessed by the Board through the Nomination and Remuneration Committee. The Independent Directors which constitute more than one-third (1/3) of the composition of the Board, provide a check and balance in the functioning of the Board and enhance its effectiveness. Their presence is essential in providing unbiased, objective and impartial opinion, advice and judgement to the Board deliberations, mitigating risks of any possible conflict of interest or undue influence from interested parties. All Independent Directors act independently of Management and are not involved in any other relationship with the Group that may impair their independent judgement and decision-making. The members of the Board are of diverse backgrounds, specialisations and experience which bring a wealth of expertise to the leadership of the Group. The Board has the right mix of skills, experience and knowledge relevant to effectively direct and supervise the Company’s business activities and ensure that the interests of all stakeholders are adequately protected. The profile of each Director is set out on pages 34 to 42 of this Annual Report. 1.2Clear Functions of the Board and Management The Board is responsible for oversight and overall management of the Group. To ensure the effective discharge of its functions and responsibilities, the Board has established a Discretionary Authority Limits (“DAL”) for the Group where specific functions are delegated to the relevant Management. In this regard, the Management is guided by the approved limits of authority as set out in the DAL in carrying out its duties. Matters reserved for the Board’s decision which are expressly set out in the Board Charter and DAL document, ensure that matters of strategic importance or having material impact are escalated to the Board for deliberation and approval. Key matters reserved for the Board’s approval include transactions exceeding the limits of authority of the Group Managing Director/Executive Deputy Chairman, the annual operating plan and budgets, the quarterly financial results, the annual financial statements, changes in group structure, interim dividends, equity investments/divestments and related party transactions, subject always to compliance with the law and regulations applicable to the Group. The Board has delegated to the Group Managing Director/Executive Deputy Chairman, as provided in the DAL, the authority to approve, subject to thresholds, operational and capital expenditure, procurement, business development and business growth, and human resources matters such as staff recruitment, promotion and termination. The DAL sets out the specific approval CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“Board”) of Dagang NeXchange Berhad (“DNeX” or “Company”) recognises the importance of good corporate governance and is committed to practise high standards of corporate governance throughout the Group. The Board is pleased to provide the following overview which outlines how the Group has applied the principles and recommendations set out in the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”) issued by the Securities Commission Malaysia and provisions in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) during the financial year ended 31 December 2018. This Corporate Governance Overview Statement should be read together with the Corporate Governance Report, which is available on the Company’s corporate website at www.dnex.com.my.