The Board of Directors (“Board”) of Dagang NeXchange Berhad (“DNeX” or “Company”) recognises the importance of good corporate governance and is committed to practice high standards of corporate governance throughout the Company and its subsidiaries (collectively referred to as 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 (“MCCG”) 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 30 June 2022. 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. Additionally, the revised DAL also focuses on risk mitigation at all levels of the organisation by promoting an improved delegation of authority and appropriate check and balance mechanisms to lessen the risk of decision making by any one individual or position. Matters reserved for the Board’s decision which are expressly set out in the Board Charter and revised DAL, 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 among others, strategic business plan, annual budget, related party transactions, mergers, investments and divestments, subject always to compliance with the law and regulations applicable to the Group. The Board has in place a Board Charter which serves as a reference and primary induction literature, providing Board members and the Management insight into the function of the Board. The Board Charter contains specific guidance to the Board members on, inter alia, the key values, principles and ethos of the Company, the Board’s principal responsibilities, composition of the Board, Directors’ qualification standards, matters reserved for the Board, induction of newly appointed Directors and continuing education, annual performance evaluation and the division of roles between the Board and the Management. Non-Executive Directors play a key supporting role, contributing their skills, expertise and knowledge towards the formulation of the Group’s strategic and corporate objectives, policies and decisions. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1. BOARD RESPONSIBILITIES 1.1 Board Responsibilities The Board is responsible for oversight and overall management of the Group, and makes all major policy decisions of the Company. The Board’s fundamental approach in this regard is to ensure that the right leadership, strategy and internal controls for risk management are well in place. Additionally, the Board is committed to achieving the highest standards of business integrity, ethics and professionalism across all of the Company’s activities. The Board shall provide central leadership to the Company, establish its objectives and develop the strategies that direct the ongoing activities of the Company to achieve these objectives. Directors will apply skill and care in exercising their duties to the Company and are subject to fiduciary duties. Directors shall be accountable to the shareholders of the Company for the Company’s performance. 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 year 2021, the Board had, in consultation with BDO Governance Advisory Sdn Bhd, undertaken a comprehensive review of the existing DAL and approved a revised DAL to improve operational efficiency, clarity and transparency within the Group. The revised DAL facilitates empowered decision making for the smooth and efficient day to day operations of the Group while also including the necessary check and balance mechanisms. DAGANG NeXCHANGE BERHAD 116 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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