3.1 NRC The composition of the NRC and the changes that took place during the financial year ended 30 June 2022 are as detailed below: Name Designation Directorate Datuk Johar Che Mat Chairman Senior Independent Non-Executive Director Dato' Robert Fisher (appointed on 14 September 2021) Member Independent Non-Executive Director Zalina Shaher (appointed on 25 April 2022) Member Independent Non-Executive Director Tan Sri Abd Rahman Mamat (resigned on 24 February 2022) Chairman Independent Non-Executive Director Ang Hsin Hsien (resigned on 15 April 2022) Member Non-Independent Non-Executive Director The composition of the NRC complies with paragraph 15.08A(1) of the MMLR of Bursa Securities and the Terms of Reference of the NRC. The NRC comprise exclusively of Non-Executive Directors and it is chaired by the Senior Independent Non-Executive Director of the Company. The Terms of Reference of the NRC outlines its composition, frequency of meetings, as well as the power, duties and responsibilities of the NRC. The Terms of Reference of the NRC is available on the Company’s website at www.dnex.com.my. The NRC meets as and when required. There were six (6) meetings held during the financial year ended 30 June 2022. The attendance record of each member was as follows: Name Attendance Datuk Johar Che Mat 6/6 Dato' Robert Fisher (appointed on 14 September 2021) 5/5 Tan Sri Abd Rahman Mamat (resigned on 24 February 2022) 5/5 Ang Hsin Hsien (resigned on 15 April 2022) 6/6 The Group Managing Director, Group Chief Financial Officer, Chief People Officer and certain senior management members are usually invited to attend NRC meetings to provide briefings, updates and clarifications on matters under the NRC’s purview. At Board meetings, the Chairman of the NRC would update the Board on matters that have been deliberated and considered at NRC meetings. DAGANG NeXCHANGE BERHAD 126 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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