The Investment Framework and Policy also looks to ensure post investment and/or acquisition monitoring are being done by the relevant departments. This is to make certain that the targets and commitments made with regards to the investment and acquisition are properly tracked, monitored, and updated to the Board. Where there is a material divergence in the actual results against what was committed, the proposer of the transaction will have to make the necessary updates and where necessary, implement actions to mitigate or improve the performance to ensure the commitments made can be met. Code of Conduct and Ethics for Directors The establishment of the policy on 27 May 2022 is to provide the fundamental guiding principles and standards applicable to the Board of DNeX Group The Directors acknowledge that they must exercise judgment in applying the principles embodied in the Code of Conduct and Ethics to any particular situation. The Code of Conduct and Ethics should be read in conjunction with the existing framework of all relevant laws and regulations as well as the directives and policies of the DNeX Group including any relevant best practices or standards in corporate governance and provisions of the constitutions of companies within the DNeX Group. Directors’ Fit and Proper Policy The establishment of the policy on 27 May 2022, with subsequent revision on 29 September 2024, serves to guide the Nomination and Remuneration Committee (“NRC”) and the Board in the review and assessment of candidates that are to be appointed on to the Board as well as Directors who are seeking for re-election. This policy is firmly aligned with the achievement of the Company’s business objectives, values and principles. DNeX Guidelines on Directors’ Fee for Subsidiary Companies The establishment of the guidelines on 8 October 2021 provides the guidelines in relation to payment of fees to a person who serves as a member of the Board or Board Committee (where applicable) of subsidiary companies within DNeX Group. Remuneration Policy for Directors and Senior Management The establishment of the policy on 8 October 2021, with subsequent revision on 27 May 2024, is designed to support DNeX Group’s key strategies and create a strong performance-oriented environment and be able to attract, motivate and retain talent as well as promoting business stability and growth of DNeX Group. Strategic Plans and Performance Management ▪ DNeX Group undertakes a comprehensive annual budgeting and forecasting exercise on all business and operating units to ensure that strategic initiatives are developed in line with DNeX Group’s moving forward business objectives. Each operating unit is accountable to prepare a comprehensive analysis of strategic priorities and undergoes a detailed budgeting and brainstorming process prior to the finalisation of the five (5) year strategic plan and the detailed annual operating plan for the forthcoming financial year. The Board constructively challenges and contributes to the development of DNeX Group’s strategic directions at Group & key subsidiary levels. The Board probes the Management to ensure that the Management has taken into consideration the varying opportunities and risks whilst developing robust strategic plan. DNeX Group’s strategic plan and annual operating plan is reviewed, deliberated and approved by the Board accordingly. DNeX Group’s approved strategic business directions in terms of financial and major initiatives are then cascaded to the Corporate, Business Leaders and all level of employees across DNeX Group and are monitored as Key Performance Indicators (KPIs) using balance scorecard methodology. Each division is assessed against the approved budgets and corporate objectives and justification is provided for significant variances. Monitoring ▪ The Management Committee meets on a monthly basis to deliberate on business and financial performance, operating risk and issues and to provide direction and support to business units in performing their assigned duties in an effective manner. The Management Committee discusses pertinent issues, strategy and corrective or improvement measures to be implemented, where required. 104 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
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