1.6 Access to Information and Advice 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 shall be circulated to the Board Members at least five (5) business 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 meetings. 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. Generally, the Board papers circulated would include minutes of the previous meeting, quarterly and annual financial statements, corporate developments, minutes of Board Committees’ meetings, acquisition and disposal proposals, related party transactions and/or recurrent related party transactions, updates from Bursa Securities, list of directors’ written resolutions passed and reports on the Directors dealings in securities, if any. In addition, the management is often invited to be present and provide detailed explanation on any agenda at Board meetings. Both external and internal auditors and/or advisers (including but not limited to the principal adviser for the corporate exercises undertaken by the Group) will be invited to attend Board meetings, if required, to provide additional information or clarification on matters relevant to the agenda of the Board meetings. All Directors have unrestricted access to all information pertaining to the Group’s businesses and affairs in a timely manner which enables them to discharge their duties effectively. In furtherance of their duties, the Directors may, whether collectively as a Board or in their individual capacities, seek independent professional advice on specific matters, at the Company’s expense. 1.7 Company Secretaries Every Director has unhindered access to the advice and services of the company secretaries. The Board believes that the current company secretaries are capable of carrying out their duties efficiently to ensure the effective functioning of the Board. In the event that the company secretaries fail to fulfil their functions effectively, the terms of their appointment do permit their removal and appointment of a successor by the Board. The Board is assisted by qualified and competent company secretaries who play a vital role in advising the Board in relation to the Group’s constitution, policies, procedures and compliance with the relevant regulatory requirements, codes, guidance and legislations. Both company secretaries are fellow members of the Malaysian Institute of Chartered Secretaries and Administrators (“MAICSA”) and have obtained Practicing Certificate from the Companies Commission of Malaysia (“CCM”). All the Directors have unrestricted access to the advice and services of the company secretaries for the purpose of the conduct of the Board’s affairs and the business. The company secretaries constantly keep themselves abreast of the evolving capital market environment, regulatory changes and developments in corporate governance through attendance at relevant conferences and training programmes. They have also attended the relevant continuous professional development programmes as required by the CCM and MAICSA for practising company secretaries. The Board is satisfied with the performance and support rendered by the company secretaries in discharging its functions. 1.8 Periodic Review and Publication of Board Charter The Board Charter is published on the Company’s corporate website www.dnex.com.my. It shall be periodically reviewed and updated by the Board as necessary to ensure it remains relevant and effective. 119 DNeX INTEGRATED REPORT 2022
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