The Board delegates to the Group Chief Operating Officer and the management to oversee the day-today management of DNeX Group’s business operations and implementation of policies and strategies adopted by the Board to achieve the DNeX Group’s objective of creating long term value for its shareholders. The Board takes cognisance of practice 1.4 of the MCCG, whereby the Chairman of the Board should not be a member of the AC and NRC to ensure check and balance, as well as the objectivity will not be impaired/influenced by the Chairman of the Board who also sits on such Board Committee(s). Therefore, our Chairman of the Board is not a member of the AC and NRC. 1.3 Code of Conduct and Ethics and Whistleblowing Policy The Board has established a Code of Conduct and Ethics (“Code”) for the Company, and together with management implements its policies and procedures, which include managing conflicts of interest, preventing the abuse of power, corruption, insider trading and money laundering. The Code is published on the Company’s corporate website www.dnex.com.my. The Board is provided with guidance on disclosing conflict of interest and other disclosure information/ requirements to ensure that the Directors comply with the relevant regulations and practices. In order to address and manage possible conflicts of interest that may arise between Directors’ interests and those of DNeX Group, DNeX Group has put in place appropriate procedures, including requiring such Directors to abstain from participating in deliberations during meetings and abstaining from voting on any matter in which they may also be deemed interested or conflicted. DNeX Group has also established a Whistleblowing Policy that aims to provide a structured mechanism for all employees and any parties to report suspected and/or known misconduct, wrongdoings, corruption and instances of fraud, waste, and/or abuse involving the resources of DNeX Group. It provides reassurance that whistleblowers will be protected from reprisals or victimisation for whistleblowing in good faith. Tan Sri Dato’ Sri Haji Syed Zainal Abidin bin Syed Mohamed Tahir was redesignated from the GMD to Executive Chairman on 9 December 2022. At the moment, the Company does not have a GMD. The Executive Chairman of the Board is primarily responsible for the effective and efficient conduct and working of the Board. In addition to leading the Board with an emphasis on governance and compliance, he also facilitates Board sessions. The Chairman of the Board’s key responsibilities, amongst others, include: providing leadership and stewardship to the Board so that the Board can perform its responsibilities effectively; leading Board meetings and discussions; setting the Board agenda and ensuring that Board members receive complete and accurate information in a timely manner; encouraging active participation and allowing dissenting views to be freely expressed; managing the interface between Board and management; leading the Board in establishing and monitoring good corporate governance practices in DNeX Group. ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole; and Our Governance DAGANG NeXCHANGE BERHAD 146 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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