ANNUAL REPORT 2025 77 GOVERNANCE Corporate Governance Overview Statement The Board of Directors (“the Board”) of NexG Berhad (Formerly known as Datasonic Group Berhad) (“the Company”) is committed to upholding and inculcating good corporate governance practices, with the primary objectives of safeguarding shareholders’ interests, maintaining confidence of its stakeholders and for long-term sustainability and growth. The Board is pleased to present this statement with an overview of the corporate governance practices of the Company during the financial year ended 31 March 2025 in respect of the following principles as set out in the Malaysian Code on Corporate Governance (“MCCG”):- Principle A: The Board leadership and effectiveness; Principle B: Effective audit and risk management; and Principle C: Integrity in corporate reporting and meaningful relationship with stakeholders. This statement is prepared in compliance with Paragraph 15.25 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and it is to be read together with the Corporate Governance Report 2025 of the Company which is available on the Company’s website at www.nexg.com.my. The Corporate Governance Report 2025 provides details on how the Company has applied each corporate governance practice as set out in the MCCG. PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS I. BOARD RESPONSIBILITIES The Board The Board is collectively responsible to discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company and shall act with integrity for creating and delivering long-term success of the Group and sustainable value to the shareholders and various stakeholders. The Board determines the Group’s vision and mission to guide and set the pace for its current operations and future development. The Board delegates authority to management, and monitor and evaluate the implementation of policies, strategies and business plans. The Board has established and delegated the authority to the Board Committees, namely, the Audit Committee (“AC”), Nomination and Remuneration Committee (“NRC”), Risk Management Committee (“RMC”), Employees’ Share Option Scheme Committee (“ESOSC”) and Sustainability Committee (“SC”) to monitor and evaluate the implementation of policies, strategies and business plans, internal control systems and risk management and implementation of sustainability initiative and strategy. The Board appoints the Chairman and members of each Committee and the Board Committees operate within their approved Terms of Reference set by the Board. The Chairman of each Board Committee reports to the Board on the deliberation and outcome of the Committee meetings and make appropriate recommendations thereon to the Board for its consideration and decision. Board Leadership The Executive Chairman leads the Board and managing the Board effectiveness by focusing on corporate strategies, governance and decision-making. The Executive Chairman also oversees the business affairs of the Group and is responsible for leading the Management in the execution of policies and strategies approved by the Board. The Executive Directors are responsible for the day-to-day management of the business to ensure that the business operates continuously in conformity with the implementation of Board’s policies, strategies and decisions. In addition, the Independent Directors who constitute a majority of the Board, provides for effective oversight over management and ensures that there is independence of judgement. The Chairman of the Board is not a member of the AC, NRC, RMC and SC to ensure there is check and balance as well as objective review by the Board. On 12 February 2025, Datuk Haji Abu Hanifah bin Noordin was redesignated as Executive Chairman and Chief Executive Officer in place of YM Tengku Dato’ Seri Abu Bakar Ahmad bin Tengku Tan Sri Abdullah who has resigned.
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