83 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT (iv) Recommendation of candidates to be made by the NRC to the Board, as well as recommendation for appointment as a member of the various Board Committees, where necessary; (v) Decision to be made by the Board on the proposed new appointment, including appointment to the various Board Committees; (vi) Announcement to Bursa Securities; and (vii)Conduct an onboarding briefing for the new Board member as soon as practicable after the appointment date. 2.5 Re-election of Directors The Company’s Constitution states that an election of Directors shall occur each year. During the annual general meeting (“AGM”), one-third (1/3) of the current Directors will retire from their positions. If the total number of Directors is not three (3) or a multiple of three (3), then the number retiring will be the nearest figure to one-third (1/3). Additionally, all Directors, including the Managing Director and Executive Directors, shall retire from office at least once every three (3) years, as required by the MMLR, but they are eligible for re-election. A retiring Director will remain in office until the conclusion of the meeting at which they retire. The Directors who are to retire each year will be those subject to retirement by rotation and have served the longest since their last election. In cases where Directors have equal seniority, the retiring Directors will be determined by lot unless they agree otherwise. Where a person has been appointed as a director to fill a casual vacancy or as an additional Director, they will hold office until the conclusion of the next AGM and be eligible for re-election at such meeting. The NRC recommends to the Board the re-election of Directors who are due for re-election for their consideration and subsequent recommendation to the shareholders for approval at the AGM. 2.6 Annual Assessment of Directors The Board, through the NRC, conducts an annual assessment of its effectiveness and the effectiveness of each Director and the Board Committees established by the Board. The assessment covers various areas, including the Board’s roles and responsibilities, its structure and composition, its conduct and meeting processes, the interaction and communication with management and other stakeholders, and the overall effectiveness of the Chairman. Additionally, the Board Committees are evaluated based on their accountabilities and responsibilities and their success in achieving their objectives. For the FYE 31 December 2024, the company secretary conducted an annual assessment through questionnaires sent to each director. This assessment evaluated the performance of the Board, the Board Committees, and individual directors through self and peer assessments. It also included an evaluation of Independent Directors’ independence and a review of the Board’s performance in terms of environmental, social and governance (ESG) or sustainability. The NRC also reviewed the terms of office and performance of the AC and its members to ensure they aligned with the requirements under paragraph 15.20 of the MMLR. Based on the Corporate Governance Guide issued by Bursa Securities, the AC’s assessment includes evaluating the quality and composition, skills and competencies, and the administration and conduct of meetings. The company secretary presented the findings and comments from the annual assessment to the NRC. The results indicated that the performance of the Board, its committees and the individual directors during the financial year was satisfactory and effective in fulfilling their functions and duties. The NRC acknowledges the critical role of Independent Directors in contributing independent and objective judgement during Board discussions. The NRC is generally satisfied that each Independent Non-Executive Director has maintained impartiality in their judgements and continues to provide competent, independent, and objective contributions to Board deliberations. 2.7 Directors’ Training The Board recognizes the importance of continuous education for directors to stay informed about new developments in legislation, regulations, current commercial issues, and evolving risks that may impact business operations and compliance. To enhance their skills and knowledge, the Board periodically identifies and arranges appropriate training and educational programmes for directors to attend. Additionally, the Company allocates a dedicated training budget to support the continuous development of the directors.
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