Both external and internal auditors and/or advisers (including but not limited to the principal adviser for the corporate exercises undertaken by DNeX Group) will be invited to attend Board meetings, if required, to provide additional information or clarification on matters relevant to the agenda of the Board meetings. All Directors have unrestricted access to all information pertaining to DNeX Group’s businesses and affairs in a timely manner which enables them to discharge their duties effectively. In furtherance of their duties, the Directors may, whether collectively as a Board or in their individual capacities, seek independent professional advice on specific matters at the Company’s expense. 1.7 Company Secretary The Board is assisted by a qualified and competent company secretary who plays a vital role in advising the Board in relation to DNeX Group’s constitution, policies, procedures and compliance with the relevant regulatory requirements, codes, guidance, and legislations. The company secretary is a fellow member of the Malaysian Institute of Chartered Secretaries and Administrators (“MAICSA”) and has obtained a Practicing Certificate from the Companies Commission of Malaysia (“CCM”). All the Directors have unrestricted access to the advice and services of the company secretary for the conduct of the Board’s affairs and the business. The company secretary constantly keeps himself abreast of the evolving capital market environment, regulatory changes, and developments in corporate governance through attendance at relevant conferences and training programmes. He has also attended the relevant continuous professional development programmes required by the CCM and MAICSA for practising company secretaries. The Board is satisfied with the performance and support rendered by the company secretary in discharging its functions. 1.8 Periodic Review and Publication of Board Charter The Board Charter is published on the Company’s corporate website www.dnex.com.my. It shall be periodically reviewed and updated by the Board as necessary to ensure it remains relevant and effective. 2. BOARD COMPOSITION 2.1 Commitment of the Board The Directors are aware of their respective time commitments to attend to matters of the DNeX Group, including attending Board meetings, Board Committees, and other types of meetings. The annual Board meeting calendar is planned and agreed with the Directors prior to the commencement of each new financial year. In between Board meetings, approvals on matters requiring the sanction of the Board are sought by way of circular resolutions, which contain all relevant information to enable the Board to make informed decisions. All circular resolutions approved by the Board are tabled for notation and confirmation at the subsequent Board meetings. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities, which is evidenced by the satisfactory attendance record of the Directors at each Board meeting. Details of the Board meetings convened and the attendance of each member at the Board meetings held during the financial period ended 31 December 2023 are as follows: Our Governance DAGANG NeXCHANGE BERHAD 148 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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