The Non-Executive Directors play a key supporting role, contributing their skills, expertise, and knowledge towards the formulation of DNeX Group’s strategic and corporate objectives, policies, and decisions. In order to ensure an effective discharge of the Board’s functions, the Board will assume the following six (6) principal responsibilities: (a) reviewing, adopting and monitoring the implementation of a strategic plan for DNeX Group; (b) overseeing the conduct of DNeX Group’s business and evaluating whether the business is properly managed. In this respect, the Board must ensure that there are objectives in place against which the management’s performance can be measured; (c) identifying principal risks and ensuring the implementation of appropriate controls and systems to monitor and manage these risks; (d) ensure succession planning, including the appointment, training, determination of remuneration and, where appropriate, replacement of senior management; (e) overseeing the development and implementation of a shareholders’ communication policy for the Company to ensure effective communication with its shareholders and other stakeholders; and (f) reviewing the adequacy and integrity of DNeX Group’s internal control systems and management information systems, including systems for ensuring compliance with applicable laws, regulations, rules, directives, and guidelines. To assist in the discharge of its responsibilities, the Board has established the following Board Committees to perform certain of its functions and to provide recommendations and advice: (i) Audit Committee (“AC”) (ii) Nomination and Remuneration Committee (“NRC”) (iii) Board Procurement and Tender Committee (“BPTC”) (iv) Employees’ Share Option Scheme Committee Meeting (“ESOS”) (v) Risk, Governance and Sustainability Committee Meeting (“RGSC”) (vi) Transition and Transformation Committee (“TTC”) (vii) Whistleblowing Committee (“WBC”) Each Board Committee operates within its approved terms of reference set by the Board, which is periodically reviewed. The Board appoints the Chairman and members of each Board Committee. The Chairman of the respective Board Committees will report to the Board on the outcome of any discussions and make recommendations thereon to the Board. The ultimate responsibility for the final decision on all matters, however, lies with the Board. The Board may form other committees delegated with specific authorities to act on their behalf. These committees will operate according to approved terms of reference or guidelines and are formed as and when required. Board meeting agendas include statutory matters, governance, and management reports, which include strategic risks, strategic projects and operational items. The Board also approves an annual operating plan setting the performance targets for DNeX Group within the parameters of the corporate plan. 1.2 Separation of positions of the Chairman and Group Managing Director The Board recognises the importance of having a clear division of power and responsibilities between the roles of the Chairman of the Board and Group Managing Director (“GMD”) to ensure that there is equilibrium of power and authority in managing and directing DNeX Group. The roles of the Chairman of the Board and the GMD are distinct and separate to engender accountability and facilitate a clear division of responsibilities to ensure there is a balance of power and authority in the DNeX Group. This segregation of roles also facilitates a healthy and open exchange of views between the Board and management in their deliberation of businesses, strategies and key activities of the DNeX Group. Integrated Report 2023 145
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