87 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT 3. Board Committees 3.1 AC The AC is essential for overseeing and ensuring the integrity of DNeX Group’s financial reporting, disclosure, regulatory compliance, and internal control processes. In addition, the AC reviews quarterly financial results, unaudited and audited financial statements, internal and external audit reports, and related party transactions. The AC consists of three (3) members, all of whom are Independent Non-Executive Directors. The current members of the AC are as follows: Directors Designation Haslinda bt Hussein[1] Chairperson Datuk Johar bin Che Mat Member Chandramohan Subramaniam[2] Member Tun Noor Shahya bt Tun Abdul Razak[3] Chairperson Tan Sri Acryl Sani bin Hj. Abdullah Sani[4] Member Notes: [1] Appointed as the Chairperson of the AC of the Company with effect from 1 July 2024. [2] Appointed as the member of the AC of the Company with effect from 25 October 2024. [3] Resigned as the Chairperson of the AC of the Company with effect from 1 July 2024. [4] Resigned as a member of the AC of the Company with effect from 30 September 2024. The Terms of Reference of the AC are available on the Company’s website at www.dnex.com.my. A description of the activities carried out by the AC during the year is provided in the AC Report of this Integrated Report. 3.2 NRC Below are the details of the composition of the committee, the meetings convened, and the attendance of each member during the NRC meetings for the FYE 31 December 2024: Name Number of meetings attended Chairman Datuk Johar bin Che Mat Senior Independent Non-Executive Director 6/6 Member Dato’ Robert Fisher Independent Non-Executive Director 6/6 Zalina binti Shaher Independent Non-Executive Director 6/6 The composition of the NRC complies with paragraph 15.08A(1) of the MMLR of Bursa Securities and the Terms of Reference of the NRC. The NRC is comprised exclusively of Non-Executive Directors and chaired by a Senior Independent Non-Executive Director of the Company. The Terms of Reference of the NRC outline its composition, frequency of meetings and the power, duties, and responsibilities of the NRC. The Terms of Reference for the NRC are available on the Company’s website at www.dnex.com.my. The NRC regularly invites the Group Chief Executive Officer, Group Chief Financial Officer, Head of Group Human Resources, and senior management members to attend its meetings, where they are required to provide briefings, updates, and clarifications on matters within the NRC’s purview. During Board meetings, the Chairman of the NRC updates the Board on the matters discussed and considered in NRC meetings.
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