81 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT 2. BOARD COMPOSITION 2.1 Commitment of the Board The directors are aware of their time commitments to the DNeX Group, which includes attending Board meetings, Board Committee meetings, and other types of meetings. Before each new financial year begins, the annual Board meeting calendar is planned and approved in collaboration with the directors. In between Board meetings, approvals for matters that need the Board’s sanction are obtained through circular resolutions, which contain all relevant information necessary for the Board to make informed decisions. All circular resolutions that the Board approves are tabled for notation and confirmation at the subsequent meetings. The Board is satisfied with the time commitment demonstrated by the directors in fulfilling their roles and responsibilities, which is reflected in the satisfactory attendance records of the directors at each Board meeting. Details of the Board meetings convened, and the attendance of each member at the Board meetings held during the FYE 31 December 2024 are as follows: Directors Directorate Number of meetings meetings Tan Sri Dato’ Sri Haji Syed Zainal Abidin Non-Independent Non-Executive Chairman 12/13 bin Syed Mohamed Tahir[1] Datuk Johar bin Che Mat Senior Independent Non-Executive Director 11/13 Dato’ Robert Fisher Independent Non-Executive Director 13/13 Dr. Chen, Wei-Ming Non-Independent Non-Executive Director 12/13 Chandramohan Subramaniam Independent Non-Executive Director 12/13 Zalina binti Shaher Independent Non-Executive Director 11/13 Mohd Isa bin Ismail[2] Executive Director 12/12 Haslinda bt Hussein[3] Independent Non-Executive Director 6/6 Tun Noor Shahya bt Tun Abdul Razak[4] Independent Non-Executive Director 7/7 Muhammad Saifullah bin Mohd Isa[5] Executive Director 7/7 Tan Sri Acryl Sani bin Hj. Abdullah Sani[6] Independent Non-Executive Deputy Chairman 9/10 Muhammad Radhi bin Azizan[7] Non-Independent Non-Executive Director 1/1 Notes: [1] Redesignated from Executive Chairman to Non-Independent Non-Executive Chairman of the Company with effect from 1 January 2025. [2] Appointed as a Non-Independent Non-Executive Director on 18 March 2024 and redesignated to Executive Director of the Company effective 1 July 2024. [3] Appointed as the Independent Non-Executive Director with effect from 1 July 2024. [4] Resigned as the Independent Non-Executive Director of the Company with effect from 1 July 2024. [5] Retired as the Executive Director of the Company with effect from 19 June 2024. [6] Resigned as the Independent Non-Executive Director and Deputy Chairman of the Company with effect from 30 September 2024. [7] Resigned as the Non-Independent Non-Executive Director of the Company with effect from 18 March 2024. Notwithstanding the changes, the Company remains compliant with the MMLR of Bursa Securities whereby at least two (2) directors or one-third (1/3) of the Board, whichever is higher, are Independent Directors. As at 31 December 2024, the Board consists of eight (8) members, which include one (1) Non-Independent Non-Executive Chairman, four (4) Independent NonExecutive Directors, one (1) Senior Independent Non-Executive Director, one (1) Non-Independent Non-Executive Director and one (1) Executive Director. All Company directors adhere to the MMLR of Bursa Securities, where they do not sit on the Board of more than five (5) listed issuers. The Board periodically assesses the Board composition and size through the NRC. The profile of each Director is set out in the Integrated Report.
RkJQdWJsaXNoZXIy NDgzMzc=