(2) Conduct background reference check; (3) The NRC to consider, inter-alia, the competency, experience, commitment, contribution and integrity of the candidates, and in the case of candidates proposed for appointment as Independent Di rectors, the candidate’ s independence, in evaluating the suitability of the candidates; (4) Recommendation of candidates to be made by the NRC to the Board, as well as recommendation for appointment as a member of the various Board Committees, where necessary; (5) Decision to be made by the Board on the proposed new appointment , including appointment to the various Board Committees; (6) Announcement to Bursa Securities; and (7) Conduct an on-boarding briefing to the new Board member as soon as practicable after the date of the appointment. 2.5 Re-election of Directors The Company’s Constitution provides that an election of Directors shall take place each year. At each annual general meeting (“AGM”) one-third (1/3) of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office provided always that all Directors including the Managing Director and Executive Director(s) shall retire from office once at least in each three (3) years as required by the MMLR of Bursa Securities but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he/she retires. The Directors to retire in every year shall be those who, being subject to retirement by rotation, have been longest in office since their last election, but as between Directors of equal seniority, the Directors to retire shall (unless they otherwise agree among themselves) be determined by lot. Where a person has been appointed as Director either to fill a casual vacancy or as an additional Director, he/she shall hold office only until the conclusion of the next AGM and shall be eligible for re-election at such meeting. The NRC also makes recommendations to the Board on the re-election of Directors for shareholders’ approval. 2.6 Annual Assessment of Directors The Board, through the NRC, conducts an annual assessment on its effectiveness, and the effectiveness of each individual Director and the Board Committees established by the Board. The Board is assessed in the areas of the Board’s roles and responsibilities, structure and composition, conduct, meeting process, interaction and communication with the Management and other stakeholders, as well as the effectiveness of the Chairman. The Board Committees are assessed in terms of accountabilities and responsibilities and the success of the Committees in achieving its objectives. For the financial year ended 30 June 2022, the annual assessment was conducted by the company secretaries through questionnaires sent to each individual director and encompasses an assessment of the performance of the Board as a whole, the Board Committees and individual Directors (via self and peer assessment) as well as the independence of Independent Directors, and Board evaluation on environmental, social and governance or sustainability. This was the second time that the Company has engaged an independent external consultant to conduct the annual assessment since its first-time last year. Previous annual assessments were internally facilitated and conducted through questionnaires. The NRC also reviewed the term of office and performance of the AC and its members in line with the requirement under paragraph 15.20 of the MMLR of Bursa Securities. Based on the Corporate Governance Guide issued by Bursa Securities, the assessment of the AC includes assessment on the quality and composition, skills and competencies, and meeting administration and conduct. The findings and comments gathered from the annual assessment were presented by the company secretaries to the NRC. The results of the annual assessment indicated that the performance of the Board, the Board Committees and the individual Directors during the financial year had been satisfactory and effective in overall discharge of their functions and duties. The NRC acknowledges the role played by Independent Directors in bringing independent objective judgement to Board deliberations. The NRC is generally satisfied that each Independent Non-Executive Director has remained impartial in judgement and continues to bring sound, independent and objective judgement to Board deliberations. DAGANG NeXCHANGE BERHAD 122 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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