The Board of Directors (“Board”) of Dagang NeXchange Berhad (“DNeX” or “Company”) recognises the importance of good corporate governance and is committed to practice high standards of corporate governance throughout the Company and its subsidiaries (collectively referred to as “DNeX Group”). The Board is pleased to present the Corporate Governance (“CG”) Overview Statement of the Company for the financial period from 1 July 2022 to 31 December 2023 (“financial period ended 31 December 2023”). This CG Overview Statement is prepared pursuant to the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”). This CG Overview Statement should be read together with the CG Report 2023, which is available on the Company’s website at www.dnex.com.my. The Board will continue to take measures to improve compliance with the principles and recommended best practices along with the Company’s course of business. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1. BOARD RESPONSIBILITIES 1.1 Board Responsibilities The Board is responsible for oversight and overall management of DNeX Group and makes all major policy decisions of the Company. The Board’s fundamental approach in this regard is to ensure that the right leadership, strategy, and internal controls for risk management are well in place. Additionally, the Board is committed to achieving the highest standards of business integrity, ethics, and professionalism across all the Company’s activities. The Board shall provide central leadership to the Company, establish its objectives, and develop the strategies that direct the ongoing activities of the Company to achieve these objectives. Directors will apply skill and care in exercising their duties to the Company and are subject to fiduciary duties. Directors shall be accountable to the shareholders of the Company for the Company’s performance. To ensure the effective discharge of its functions and responsibilities, the Board has established Discretionary Authority Limits (“DAL”) for DNeX Group, delegating specific duties to the relevant management. In 2021, the Board had, in consultation with BDO Governance Advisory Sdn Bhd, undertaken a comprehensive review of the existing DAL and approved the revised DAL to improve operational efficiency, clarity, and transparency within the DNeX Group. The revised DAL facilitates empowered decision making for the smooth and efficient day to day operations of DNeX Group while also including the necessary check and balance mechanisms. Additionally, the revised DAL also focuses on risk mitigation at all levels of the organisation by promoting an improved delegation of authority and appropriate check and balance mechanisms to lessen the risk of decision making by any one individual or position. Matters reserved for the Board’s decision, which are expressly set out in the Board Charter and revised DAL, ensure that matters of strategic importance or having material impact are escalated to the Board for deliberation and approval. Key matters reserved for the Board’s approval include among others, strategic business plan, annual budget, related party transactions, mergers, investments and divestments, subject always to compliance with the law and regulations applicable to DNeX Group. The Board develops a Board Charter that serves as a reference and primary induction literature, providing Board members and the management insight into the function of the Board. The Board Charter contains specific guidance to the Board members on, inter alia, the key values, principles and ethos of the Company, the Board’s principal responsibilities, composition of the Board, Directors’ qualification standards, matters reserved for the Board, induction of newly appointed Directors and continuing education, annual performance evaluation and the division of roles between the Board and the management. Our Governance DAGANG NeXCHANGE BERHAD 144 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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