79 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT The Non-Independent Non-Executive Chairman of the Board is primarily responsible for the effective and efficient operation of the Board. In addition to leading the Board with a strong focus on governance and compliance, he also facilitates Board meetings. The key responsibilities of the Chairman of the Board, amongst others, include: (i) providing leadership and stewardship to the Board so that the Board can perform its responsibilities effectively; (ii) setting the Board agenda and ensuring that Board members receive complete and accurate information in a timely manner; (iii) leading Board meetings and discussions; (iv)encouraging active participation and allowing dissenting views to be freely expressed; (v)managing the interface between Board and management; (vi)ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole; and (vii) leading the Board in establishing and monitoring good corporate governance practices in DNeX Group. The Board has delegated the responsibility of overseeing the day-to-day operations of DNeX Group, along with implementing policies and strategies adopted by the Board, to the GCEO and management team. This delegation aims to achieve the objective of creating long-term value for its shareholders. The Board takes cognisance of practice 1.4 of the Malaysian Code on Corporate Governance (“MCCG”), whereby the Chairman of the Board should not be a member of the AC or the NRC to ensure checks and balances, as well as to maintain objectivity, preventing any potential influence from the Chairman on such Board Committee(s). Therefore, our Chairman of the Board is not a member of the AC or the NRC. 1.3 Code of Conduct and Ethics and Whistleblowing Policy The Board has established a Code of Conduct and Ethics (“Code”) for the Company and, together with management, implements its policies and procedures, which include managing conflicts of interest, preventing the abuse of power, corruption, insider trading and money laundering. The Code is available on the Company’s corporate website, www.dnex.com.my. The Board is provided with guidance on disclosing conflict of interest and other disclosure information/ requirements to ensure that the directors comply with the relevant regulations and practices. To address and manage potential conflicts between the directors’ interests and those of DNeX Group, DNeX Group has established appropriate procedures requiring directors to abstain from participating in deliberations during meetings and abstaining from voting on any matter in which they may have a personal interest or conflict. DNeX Group has also established a Whistleblowing Policy that aims to provide a structured mechanism for all employees and any parties to report suspected and/or known misconduct, wrongdoing, corruption and instances of fraud, waste, and/or abuse involving DNeX Group’s resources. The policy ensures whistleblowers will be protected from reprisals or victimisation when they report in good faith. The Whistleblowing Policy is accessible on the Company’s corporate website at www.dnex.com.my. Whistleblowers can submit a Whistleblower Report Form by either emailing it to whistle@dnex.com.my or mailing a printed form marked “Private and Confidential” to the Chairman of the Whistleblowing Committee. The mailbox is managed by the Head of Risk and Business Process Management Department and overseen by the Chairman of the Whistleblowing Committee. 1.4 Anti-Bribery and Anti-Corruption Framework and Policy (“ABAC”) DNeX Group is committed to developing and establishing frameworks, policies and procedures that guide our business practices with honesty, fairness and high ethical standards. We do not tolerate behaviour that compromises commercial integrity and could jeopardize the Group’s reputation. Thus, DNeX Group has established the ABAC, which defines the main guidelines for detecting and preventing fraudulent behaviour. DNeX Group strictly prohibits corruption and bribery, including the promise, offer, giving, or acceptance of any incentive or advantage, whether directly or indirectly, to influence any decision that may result in an undue benefit to DNeX Group.
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