80 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT The objectives of the ABAC are: (i) To ensure that policies and guidelines/ practices are oriented towards embedding an ABAC stance throughout the organisation, guided by the Guideline on Adequate Procedures and requirements of the Malaysian AntiCorruption Commission (“MACC”) Act 2009, introduced in Section 4 of the MACC (Amendment) Act 2018; (ii) To ensure that adequate and standardised ABAC policies and guidelines are consistently applied throughout the DNeX Group by all staff; and (iii) To ensure that business operations within DNeX Group strictly adhere to the ABAC principles. The ABAC is available on the Company’s corporate website at www.dnex.com.my. All directors, both executive and non-executive, as well as employees, vendors, agents, customers, business partners, public officials and others working for and on behalf of the DNeX Group, are required to comply with the rules and guidelines outlined in the ABAC and must avoid any behaviour, situations or activities that would violate these guidelines. 1.5 Strategies Promoting Sustainability Sustainability has been a central focus of DNeX Group’s corporate agenda since the rise of corporate responsibility in the early 2000s. It forms the foundation of DNeX Group’s commitment to being a responsible corporate citizen. This commitment encompasses three key areas: promoting sustainable profit growth for shareholders, protecting the planet through environmental stewardship and community support, and community support, and fostering the development of its employees and the broader community. The details on DNeX Group’s sustainability efforts, including its corporate social responsibility initiatives, are set out in the Integrated Report. 1.6 Access to Information and Advice The Board members are supplied with the relevant information on time to enable them to discharge their duties and responsibilities effectively. Board papers were circulated to the Board members at least three (3) working days before the meeting date to allow the directors to peruse the Board papers and review the issues deliberated at the Board meeting. Where necessary, relevant senior management and personnel are invited to attend Board meetings to furnish details or clarifications on matters presented for the Board’s consideration. Typically, the materials distributed to the Board include minutes from the previous meeting, quarterly and annual financial statements, updates on corporate developments, minutes of Board Committee meetings, proposals for acquisition and disposals, any related party transactions and/or recurrent related party transactions, updates from Bursa Securities, a list of directors’ written resolutions passed, and reports on any directors’ dealings in securities, if any. Additionally, management is often invited to attend board meetings to provide detailed explanations for agenda items. External and internal auditors and advisers (including, but not limited to, the principal adviser for the corporate exercises undertaken by DNeX Group) will be invited to attend Board meetings as needed. They will provide additional information or clarification on matters relevant to the meeting agenda. All directors have unrestricted access to all information related to the DNeX Group’s businesses and affairs, allowing them to discharge their duties effectively. To support their duties, directors may seek independent professional advice on specific matters at the Company’s expense, either as a Board collectively or in their capacities. 1.7 Company Secretary The Board is assisted by a qualified and competent company secretary who is vital in advising the Board on DNeX Group’s constitution, policies, procedures and compliance with relevant regulatory requirements, codes, guidance, and legislation. The company secretary is a member of the Malaysian Institute of Chartered Secretaries and Administrators (“MAICSA”) and has obtained a Practicing Certificate from the Companies Commission of Malaysia (“CCM”). All directors have unrestricted access to the advice and services of the company secretary for conducting the Board’s affairs and business. The company secretary constantly keeps abreast of the evolving capital market environment, regulatory changes, and corporate governance developments through attending relevant conferences and training programmes. Additionally, he has attended the continuous professional development programmes required by the CCM and MAICSA for practising company secretaries. The Board is satisfied with the performance and support provided by the company secretary in fulfilling his duties. 1.8 Periodic Review and Publication of Board Charter The Board Charter is available on the Company’s corporate website at www.dnex.com.my. The Board shall periodically review and update the charter to ensure it remains relevant and practical.
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