88 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT Below is a summary of the key activities undertaken by the NRC in fulfilling its duty during the FYE 31 December 2024: (i) Reviewed the composition of the Board and Board Committees with regards to the mix of skills, independence, and diversity in accordance with its policy. (ii) Determined the directors who stand for re-election by rotation. (iii) Assessed the effectiveness and performance of the Board and its committees. This is carried out through a self-assessment document that is completed by each director. The assessment criteria include the following: • Board composition • Board process • Performance of Board Committees • Information provided to the Board • Role of the Board in strategy and planning • Risk management framework • Accountability and standard of conduct of directors (iv) Reviewed the term of office and performance of the AC and each of its members to ascertain that the AC and its member have carried out their duties in accordance with the AC’s Terms of Reference. (v) Assessed and reviewed the independence and continuing independence of the Independent Directors. (vi) Reviewed and recommended the appointment of the director. (vii)Reviewed, assessed, and recommended the remuneration packages of the Executive Directors and senior management. (viii)Reviewed the directors’ fees and other benefits payable to Non-Executive Director. (ix) Reviewed the Terms of Reference of the NRC. 3.3 BPTC The BPTC was established on 16 December 2013 to oversee the procurement process and contract management of DNeX Group. Below are the details of the composition of the BPTC, the meetings convened, and the attendance of each BPTC member at the meetings conducted during the FYE 31 December 2024: Name Number of meetings attended Chairperson Zalina binti Shaher Independent Non-Executive Director 1/1 Member Datuk Johar bin Che Mat Senior Independent Non-Executive Director 1/1 Haslinda bt Hussein[1] Independent Non-Executive Director N/A Tun Noor Shahya bt Tun Abdul Razak[2] Independent Non-Executive Director 1/1 Notes: [1] Appointed as a member of the BPTC of the Company with effect from 1 July 2024. [2] Resigned as a member of the BPTC of the Company with effect from 1 July 2024.
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