90 Governance DAGANG NeXCHANGE BERHAD Integrated Report 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT 3.6 RGSC The RGSC was established to assist the Board in discharging its oversight responsibilities and fulfilling its fiduciary duties in formulating and overseeing a robust enterprise risk management framework and systems, which also encompasses compliance with applicable laws, regulations, rules, directives, and guidelines to manage the overall risk exposure of the DNeX Group effectively. Below are the details of the composition of the committee, the meetings held, and the attendance of each RGSC member during the FYE 31 December 2024: Name Number of meetings attended Chairman Dato' Robert Fisher Independent Non-Executive Director 4/4 Member Haslinda bt Hussein[1] Independent Non-Executive Director 2/2 Datuk Johar bin Che Mat[2] Senior Independent Non-Executive Director 1/1 Tun Noor Shahya bt Tun Abdul Razak[3] Independent Non-Executive Director 2/2 Tan Sri Acryl Sani bin Haji Abdullah Sani[4] Independent Non-Executive Directors and Deputy Chairman 3/3 Muhammad Radhi bin Azizan[5] Non-Independent Non-Executive Director 0/1 Note: [1] Appointed as a member of the RGSC, effective 1 July 2024. [2] Appointed as a member of the RGSC, effective 25 October 2024. [3] Resigned as a member of the RGSC, effective 1 July 2024. [4] Resigned as a member of the RGSC, effective 30 September 2024. [5] Resigned as a member of the RGSC, effective 18 March 2024. The RGSC meets as and when required. Four (4) meetings were held during the FYE 31 December 2024. 4. DIRECTORS’ REMUNERATION The Board of the Company recognizes that fair remuneration is essential for attracting, retaining, and motivating the right talent within the Board and senior management. To address this, DNeX Group has established a Remuneration Policy that provides guidelines for the remuneration packages of the Board and senior management. This policy aligns with the best practices outlined in the MCCG issued by the Securities Commission Malaysia. The Remuneration Policy has been designed to support DNeX Group’s key strategies, create a strong performanceoriented environment, attract, motivate and retain talented individuals, and promote business stability and growth of DNeX Group. The Remuneration Policy is available on the Company’s website at www.dnex.com.my. The remuneration for the Executive Directors links rewards to corporate and individual performances. Non-Executive Directors are remunerated in the form of directors’ fees, which are approved annually by the shareholders during the AGM, and an attendance allowance for each Board meeting they attend. During its 53rd AGM held on 19 June 2024, the Company obtained shareholders’ approval to pay Directors’ fees and benefits to the Company’s Non-Executive Directors and its subsidiaries. The approved aggregate amount of RM4,000,000 was effective from 20 June 2024 until the forthcoming 54th AGM. This mandate authorises the Company and its subsidiaries to pay directors' fees and benefits to their directors on a monthly basis, following each month’s completed month of service. The benefits provided to the directors include allowances and other forms of emoluments payable to the Chairman, members of the Board, Board committees and other committees that the Board may establish. The Corporate Governance Report outlines the details of the remuneration for the Directors of DNeX Group for the FYE 31 December 2024.
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