2.2 Independency of Independent Directors For Independent Directors, which exceed a cumulative term of nine (9) years, the Board would justify and seek annual shareholders’ approval for re-appointment. The Independent Directors play a crucial role in corporate accountability and provide unbiased views and impartiality to the Board’s deliberations and decision-making process. In addition, Independent Directors ensure that matters and issues brought to the Board are given due consideration, fully discussed, and examined, taking into account the interest of all stakeholders. During the year, the NRC assessed the independence of the Independent Directors and is satisfied that the Independent Director is independent of the management and free from any business or other relationships which could interfere with the exercise of independent judgement, objectivity, and the ability to act in the best interest of DNeX Group. 2.3 Board Diversity The Board fully recognises the importance of boardroom diversity, including but not limited to gender, age, and experience, in driving DNeX Group’s aspirations. To this effect, DNeX Group has adopted a Board Diversity Policy. The Board values the different expertise that each Director brings to the Board due to his/her diverse background, skills, and experience. Although the Board does not have specific targets for gender diversity, it endeavours to maintain the number of women directors based on their suitability and competency. As at 31 December 2023, the Board has two (2) women directors, representing 20.0% of the total Board members. The Board, through its NRC, will continue to take steps to ensure that suitable women candidates are sought and considered as part of the recruitment exercise. This exercise will be done over time, taking into account the present size of the Board, the merit and suitability of women candidates and the evolving challenges to the Company from time to time. The critical attributes of a suitable Board candidate include skills, knowledge, expertise and experience, professionalism, character, competence, commitment (including time commitment) and integrity that the candidate shall bring to the Board. 2.4 Appointment of Directors After an evaluation by the NRC, the Board may appoint directors to fill a casual vacancy or as additional Directors. The Board must approve all appointees to the Board based on the NRC’s recommendation. The Board, through the NRC, has established a formal and transparent procedure for the assessment of candidates for Board appointments as well as assessing the effectiveness of the Board as a whole, the Committees of the Board and the contributions of each Director. In respect of new Board appointees, the NRC evaluates a potential Board candidate based on established criteria, which include: (a) Education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to the Company’s business or to its status as a publicly owned company; (b) An unblemished reputation for integrity; (c) A reputation for exercising strong business judgment; (d) Sufficient available time to be able to fulfil his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed; and (e) Any business interests that may result in a conflict of interest that may arise within the DNeX Group. Each Director will have the opportunity to meet the potential candidate before appointment. The assessment of potential candidates for appointment to the Board by the NRC is governed by the parameters set out in the Board Charter, Board Diversity Policy and Directors’ Fit and Proper Policy. This ensures that appointed Directors have the right skills, character, experience, competency, integrity, time, and dedication to effectively discharge their roles and responsibilities. The aim is to compose a Board with the right balance to realise DNeX Group’s strategic objectives, with fresh input and thinking while retaining cohesiveness. Our Governance DAGANG NeXCHANGE BERHAD 150 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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