The Board of Directors (the “Board”) is pleased to present the Audit Committee (“AC”) Report, which provides insights into how the AC discharged its functions for the Company and its subsidiaries (“DNeX Group”) for the financial year ended 31 December 2024 (“FYE 31 December 2024”). COMPOSITION AND MEETING ATTENDANCE The composition and meeting attendance of the AC and the changes that took place during the FYE 31 December 2024 are as detailed below: Directors Designation Number of meetings attended Haslinda bt Hussein[1] Chairperson 4/4 Datuk Johar bin Che Mat Member 6/7 Chandramohan Subramaniam[2] Member 3/3 Tun Noor Shahya bt Tun Abdul Razak[3] Chairperson 3/3 Tan Sri Acryl Sani bin Hj. Abdullah Sani[4] Member 3/4 Notes: [1] Member of the Malaysian Institute of Accountants / Appointed as the Chairperson of the AC of the Company with effect from 1 July 2024. [2] Appointed as a member of the AC of the Company with effect from 25 October 2024. [3] Resigned as the Chairperson of the AC of the Company with effect from 1 July 2024. [4] Resigned as a member of the AC of the Company with effect from 30 September 2024. The AC composed entirely of Independent Non-Executive Directors. These individuals possess the required skills and expertise to discharge the AC’s functions and responsibilities. This composition complies with Paragraph 15.09 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), as well as Step-Up Practice 9.4 under Principle B of the Malaysian Code on Corporate Governance (“MCCG”) and the AC’s terms of reference. The terms of reference governing the AC are available on the Company’s website at www.dnex.com.my. The Board has reviewed the performance of the AC and is satisfied that it has fulfilled its functions, duties, and responsibilities as outlined in its terms of reference. The Non-Independent Non-Executive Chairman, Group Chief Executive Officer, Head of the Internal Audit department, certain members of senior management, and the Company’s external auditors, Crowe Malaysia PLT, are usually invited to attend AC meetings to provide briefings, updates, and clarifications on matters under the AC’s purview. The Chairman of the AC regularly presents reports to the Board, highlighting the key issues discussed during AC meetings. AUTHORITY In performing its duties and responsibilities, the AC is vested with the following authority: a) Explicit authority to investigate any matter within its terms of reference. b) Equipped with the resources required to perform its duties effectively. c) Has full, free, and unrestricted access to any information, records, personnel, and properties of the Company and any other companies within the DNeX Group. d) Has direct communication channels with external auditors and individuals responsible for internal audit functions. The Head of Internal Audit is required to report directly to the AC. e) Obtain external professional advice and may invite outside parties with relevant experience and expertise to attend meetings if deemed necessary. f) The attendance of other directors and employees at specific AC meetings is at the committee's discretion and must pertain to the relevant meeting. g) Convene meetings with external auditors at least twice yearly without management. 106 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 Audit Committee Report
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