ANNUAL REPORT 2025 79 GOVERNANCE PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) Board Committees and Management (Cont’d) b) NRC The NRC is to assist the Board in its responsibilities in evaluating new nominees to the Board, Chief Executive, Chief Financial, Chief Operating and other key management personnel as determined by the Company and in assessing the remuneration packages of the Directors and key management personnel of the Group to ensure that compensation is competitive, reflective of market conditions and consistent with the Company’s performance and practices. The NRC shall also assess the Directors of the Company on an ongoing basis, the effectiveness of each individual Director and the Board as a whole and various Board Committees. c) RMC The objective of the RMC is to assist the Board in overseeing risk management framework, policies and procedures in order to manage the overall key risk exposures of the Group. d) ESOSC The primary objective of the ESOSC is to assist the Board in implementation and administering of the ESOS in accordance with the provisions of the ESOS By-Laws. e) SC The objective of the SC is to assist the Board in overseeing the effective implementation of sustainability initiative and strategy as well as in embedding sustainability practices into the business operations of the Group. The Terms of Reference of the Board Committees set out among others the objectives, composition, rights and authority, duties and responsibilities of these committees, which are available for reference on the Company’s website at www.nexg.com.my. The details of the AC, NRC, RMC, ESOSC and SC members are set out in the Corporate Information section of this Annual Report. The Board reviewed and discussed reports submitted by the Executive Directors and/or the Management on the progress of the operations, business prospects, merger and acquisition, investment, issues and challenges related to the projects, compliance management, forecast of financial results, financial performance and issues affecting the corporate image of the Group during the quarterly Board and Special Board meetings. The Board is also regularly kept informed by the Management on the Group’s local and overseas operations, the latest laws and regulations and current issues. Promoting Good Business Conduct The Board has in place the Code of Conduct and Ethics for Directors (Executive and Non-Executive Directors) which describes the standards of business undertaking and ethical behaviour for Directors in the performance and exercise of their duties and responsibilities as Directors of the Company or when representing the Company. As part of the Group’s commitment against all forms of bribery and corruption, the Company has in place the Anti-Bribery Anti-Corruption (“ABAC”) Policy in compliance with the Section 17A of Malaysian Anti-Corruption Commission (“MACC”) Act, 2009 on corporate liability for corruption offences. The Company has in place the Whistleblowing (“WB”) Policy for its Directors and employees of the Group and is designed to provide them with proper internal reporting channels and guidance to disclose any wrongdoing or improper conduct relating to unlawful conducts, inappropriate behaviour, malpractices, any violation of established written policies and procedures within the Group or any action that is or could be harmful to the reputation of the Company and/or compromise the interests of the shareholders, clients and the public without fear of reprisal, victimisation, harassment or subsequent discrimination. Corporate Governance Overview Statement (Cont’d)
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