The Board of Directors (“Board”) of Dagang NeXchange Berhad (“DNeX” or the “Company”) recognises the importance of good corporate governance and is committed to practising high standards of corporate governance throughout the Company and its subsidiaries (collectively referred to as “DNeX Group”). The Board is pleased to present the Corporate Governance (“CG”) Overview Statement of the Company for the financial year ended 31 December 2024 ("FYE 31 December 2024"). This CG Overview Statement is prepared pursuant to the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”). This CG Overview Statement should be read with the CG Report 2024, available on the Company’s website at www.dnex.com.my. The Board remains committed to implementing measures that enhance compliance with the principles, recommended best practices, and the Company’s course of business. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1. BOARD RESPONSIBILITIES 1.1 Board Responsibilities The Board is responsible for overseeing the management of DNeX Group. It makes all major policy decisions of the Company. The Board’s fundamental approach in this regard is to ensure that exemplary leadership, the right strategies, and robust internal controls for risk management are established and maintained. Additionally, the Board is committed to achieving the highest business integrity, ethics, and professionalism standards across all the Company’s activities. The Board shall provide essential leadership for the Company, establish its objectives, and develop the strategies that direct the Company’s ongoing activities to achieve these goals. Directors will apply skill and care in exercising their duties to the Company and are subject to fiduciary duties. They are accountable to the shareholders of the Company for the Company’s performance. To effectively discharge its functions and responsibilities, the Board has established authority limits for the DNeX Group, delegating specific duties to the relevant management teams. In 2021, the Board, in consultation with BDO Governance Advisory Sdn. Bhd. conducted a thorough review of the existing Discretionary Authority Limits ("DAL") and approved a revised version to enhance operational efficiency, clarity, and transparency within the DNeX Group. Subsequently, the Company change the name of the DAL to Authority Limits (“AL”) and made further modifications on 27 May 2024, 29 August 2024, and 19 December 2024. These updates facilitate empowered decision-making and ensure smooth and efficient day-to-day operations while incorporating necessary checks and balances. The revised AL emphasises risk mitigation at all organisational levels by promoting an improved delegation of authority and appropriate checks and balances to reduce the risk associated with decision-making by any one individual or position. The Board Charter and the revised AL clearly outlines the matters reserved for the Board’s decision-making, ensuring that management brings issues of strategic importance or those with significant impact to the Board for deliberation and approval. Key matters reserved for the Board’s approval include, but are not limited to, strategic business plan, annual budget, related party transactions, mergers, investments and divestments, subject always to compliance with the laws and regulations applicable to DNeX Group. The Board develops a Board Charter that serves as a reference and primary induction literature, providing Board members and the management insight into the function of the Board. The Board Charter contains specific guidance to the Board members on, inter alia, the key values, principles and ethos of the Company, the Board’s principal responsibilities, composition of the Board, directors’ qualification standards, matters reserved for the Board, induction of newly appointed directors and continuing education, annual performance evaluation and the division of roles between the Board and the management. The Non-Executive Directors play a key supporting role by contributing their skills, expertise, and knowledge to formulate DNeX Group’s strategic objectives, policies, and decisions. 77 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 Corporate Governance Overview Statement
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