82 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT 2.2 Independency of Independent Directors The Board will justify and seek annual shareholders’ approval for the re-appointment of Independent Directors whose cumulative term exceeds nine (9) years. Independent Directors are crucial in ensuring corporate accountability, providing unbiased perspectives and maintaining impartiality during the Board’s discussions and decision-making processes. Additionally, they thoroughly consider and discuss all matters presented to the Board, considering the interests of all stakeholders. During the year, the NRC assessed the independence of the Independent Directors. The NRC is satisfied that the Independent Directors are independent from management and free from any business or personal relationships that could compromise their ability to exercise independent judgement, maintain objectivity, and act in the best interests of DNeX Group. 2.3 Board Diversity The Board fully recognises the importance of diversity in the boardroom, including but not limited to gender, age, and experience, in achieving DNeX Group’s goals. To this effect, DNeX Group has implemented a Board Diversity Policy. The Board values each Director’s expertise, resulting from their diverse backgrounds, skills, and experiences. Although the Board does not set specific targets for gender diversity, it endeavours to maintain the number of women directors based on their suitability and competency. As at 31 December 2024, the Board has two (2) women directors, making up 25.0% of the total Board members. The Board, through its NRC, will continue to ensure that qualified women candidates are actively sought and considered during recruitment processes. This effort will progress gradually, considering the Board’s current size and the merit and suitability of prospective women candidates in light of the Company’s evolving challenges. Key attributes for a suitable Board candidate include skills, knowledge, expertise and experience, professionalism, character, competence, commitment (including time commitment) and integrity. 2.4 Appointment of Directors After an evaluation by the NRC, the Board may appoint directors to fill a casual vacancy or as additional directors. All appointees to the Board require the Board's approval based on the NRC's recommendations. The Board, through the NRC, has established a formal and transparent process for assessing candidates for Board appointments, as well as evaluating the overall effectiveness of the Board, its committees, and the contributions of each Director. For new Board appointees, the NRC evaluates potential candidates based on established criteria, which include: (i) Education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company’s business or its status as a publicly owned company; (ii) An unblemished reputation for integrity; (iii) A reputation for exercising strong business judgment; (iv) Sufficient available time to be able to fulfil their responsibilities as a member of the Board and of any committees to which they may be appointed; and (v) Any business interests that may result in a conflict of interest that may arise within the DNeX Group. Each Director will have the opportunity to meet with the potential candidate before their appointment. The NRC’s evaluation of potential candidates for appointment to the Board follows the guidelines outlined in the Board Charter, the Board Diversity Policy, and the Directors’ Fit and Proper Policy. These parameters ensure that appointed Directors possess the necessary skills, character, experience, competency, integrity, time commitment, and dedication to fulfil their roles and responsibilities effectively. The goal is to create a Board that balances diverse perspectives and innovative ideas while maintaining cohesiveness to achieve DNeX Group’s strategic objectives. The process for appointing a new Board member is summarised as follows: (i) Identification of a candidate upon the recommendation by the existing Board members, key senior management team, shareholders and/or, if required, external sources; (ii) Conduct background reference check; (iii) The NRC to consider, inter-alia, the competency, experience, commitment, contribution and integrity of the candidates, and in the case of candidates proposed for appointment as Independent Directors, the candidate’s independence in evaluating the suitability of the candidates;
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