Dagang NeXchange Berhad Annual Report 2019

CORPORATE GOVERNANCE OVERVIEWSTATEMENT DAGANG NeXCHANGE BERHAD 56 In order to ensure effective discharge of the Board’s functions, the Board will assume the following six (6) principal responsibilities: (a) reviewing, adopting and monitoring the implementation of a strategic plan for the Company and its subsidiaries; (b) overseeing the conduct of the Group’s business and to evaluate 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; (c) identifying principal risks and ensuring the implementation of appropriate controls and systems to monitor and manage these risks; (d) ensures succession planning including appointing, training, fixing the remuneration and where appropriate, replacing senior management; (e) overseeing the development and implementation of a shareholders’ communication policy for the Company to ensure effective communication with its shareholders and other stakeholders; and (f) reviewing the adequacy and the integrity of the Group’s internal control systems and management information systems, including systems for ensuring compliance with applicable law, regulations, rules, directives and guidelines. 1.5 Code of Ethics andWhistleblowing Policy DNeX incorporates a Code of Conduct (“Code”), which requires all officers and employees to observe high standards of business and personal ethics in carrying out duties and responsibilities. The Code contains policies and guidelines relating to the standards and ethics that all employees are expected to adhere to in the course of their work. It is designed to maintain discipline and order in the workplace among employees of all levels. It also sets out the circumstances in which such employees would be deemed to have breached the Code and the actions that can be taken against them if they do so. As employees and representatives of the Company, or any of its subsidiaries, they must practice honesty and integrity in fulfilling their duties and responsibilities, and comply with all applicable law and regulations. It is thus the responsibility of all officers and employees to comply with the Code and to report violations or suspected violations thereto. Accordingly, a Whistleblowing Policy has been formulated with a view to provide a mechanism for officers and employees of the Company to report instances of unethical behaviour, actual or suspected fraud or dishonesty or violation of the Company’s code of conduct or ethics policy. The details of the Whistleblowing Policy is available for reference at the Company’s website www.dnex.com.my . The Whistleblowing Policy is administered by the Group Human Resource Division and overseen by the Chairman of the Board Audit Committee. Employees and other interested parties are able to report their concerns related to matters covered by the Code to the dedicated whistleblowing email channel at whistle@dnex.com.my. 1.6 Strategies Promoting Sustainability Sustainability has long been a key driving force in the Group’s corporate agenda, ever since the emergence of corporate responsibility in the early 2000s. It is the foundation of the Group’s commitment as a responsible corporate citizen in ensuring the sustainable growth of its profits (a commitment to its shareholders), the sustenance of the planet (a commitment to the environment and community), and the sustainable development of its people (a commitment to nurture DNeX’s talented employees and those within the community it operates). The details of the Group’s sustainability activities including its corporate social responsibility activities are set out on pages 80 to 95 of this Annual Report. 1.7 Access to Information and Advice The Directors are familiar and aware of their duties and responsibilities as well as the implementation of good corporate governance and compliance practices in the Group. The Board Members are supplied with the relevant information on a timely basis to enable them to effectively discharge their duties and responsibilities. Board papers were circulated to the Board Members at least three (3) working days prior to the date of the meeting to facilitate the Directors to peruse the board papers and to review the issues to be deliberated at the Board Meeting. Where necessary, relevant senior management and personnel are invited to attend Board meetings to furnish details or clarifications on matters tabled for the Board’s consideration.