2.2 Independency of Independent Directors For Independent Directors who exceeds a cumulative term of nine (9) years, the Board would justify and seek annual shareholders’ approval for reappointment. The Independent Directors play a crucial role in corporate accountability and provide unbiased views and impartiality to the Board’s deliberations and decision-making process. In addition, the Independent Directors ensure that matters and issues brought to the Board are given due consideration, fully discussed and examined, taking into account the interest of all stakeholders. During the year, the NRC had assessed the independency of the Independent Directors and is satisfied that the Independent Directors are independent of the Management and free from any business or other relationships which could interfere with the exercise of independent judgement, objectivity and the ability to act in the best interest of the Group. 2.3 Board Diversity The Board fully recognises the importance of boardroom diversity including but not limited to, gender, age and experience in driving the Group’s aspirations. To this effect, a Board Diversity Policy has been adopted by the Group. The Board values the different expertise that each Director brings to the Board due to his/her diverse background, skills and experience. Although the Board has no specific targets on gender diversity, it endeavours to maintain the number of women directors subject to their suitability and competency. As at 30 June 2022, the Board has two (2) women directors, representing 20.0% of the total Board members. The Board, through its NRC will continue to take steps to ensure that suitable women candidates are sought and considered as part of the recruitment exercise. This will be done over time, taking into consideration the present size of the Board, the merit and suitability of women candidates and the evolving challenges to the Company from time to time. The critical attributes of suitable Board candidate include skills, knowledge, expertise and experience, professionalism, character, competence, commitment (including time commitment) and integrity that the candidate shall bring to the Board. 2.4 Appointment of Directors The Board may appoint directors to fill a casual vacancy or as additional Directors after an evaluation process which is carried out by the NRC. All Board appointments shall be approved by the Board upon recommendation by the NRC. The Board, through the NRC, has established a formal and transparent procedure in relation to the assessment of candidates for Board appointments as well as assessing the effectiveness of the Board as a whole, the Committees of the Board and the contributions of each individual Director. In respect of new Board appointees, the NRC evaluates a potential Board candidate based on established criteria which include: (a) Education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company's business or to its status as a publicly owned company; (b) An unblemished reputation for integrity; (c) A reputation for exercising good business judgment; and (d) Sufficient available time to be able to fulfil his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed. Each Director will have the opportunity to meet the potential candidate before appointment. The assessment of potent ial candidates for appointment to the Board by the NRC is governed by the parameters set out in the Board Charter, Board Diversity Policy and Directors’ Fit and Proper Policy. This ensures that appointed Directors have the right skills, character, experience, competency, integrity, time and dedication to effectively discharge their roles and responsibilities. The aim is to compose a Board with the right balance to realise the Group’s strategic objectives, with fresh input and thinking while retaining cohesiveness. The process for the appointment of a new Board member is summarised as follows: (1) Ident i f icat ion of a candidate upon the recommendation by the existing Board members, key senior management team, shareholders and/or if required, external sources; 121 DNeX INTEGRATED REPORT 2022
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