Below is the summary of the key activities undertaken by the NRC in the discharge of its duty during the financial period ended 31 December 2023: (a) Reviewed the composition of the Board and Board Committees with regards to the mix of skills, independence, and diversity in accordance with its policy. (b) Determined the Directors who stand for re-election by rotation and determine their eligibility upon conducting assessment based on the Directors’ Fit and Proper Policy. (c) Assessed the effectiveness and performance of the Board and its committees. This is carried out through a selfassessment document that is completed by each Director. The assessment criteria include the following: • Board composition • Board process • Performance of Board Committees • Information provided to the Board • Role of the Board in strategy and planning • Risk management framework • Accountability and standard of conduct of Directors (d) Reviewed the term of office and performance of the AC and each of its members to ascertain that the AC and its member have carried out their duties in accordance with the AC’s Terms of Reference. (e) Assessed and reviewed the independence and continuing independence of the Independent Directors. (f) Reviewed and recommended the appointment of the Director. (g) Reviewed, assessed, and recommended the remuneration packages of the Executive Directors and senior management. (h) Reviewed the Directors’ fees and other benefits payable to Non-Executive Director. (i) Reviewed the Terms of Reference of the NRC. 3.3 BPTC The BPTC was established on 16 December 2013 to oversee the procurement process and contract management of DNeX Group. Details of the composition, meetings convened, and the attendance of each BPTC member at the BPTC meetings held during the financial period ended 31 December 2023 are as follows: Name Designation Directorate Number of meetings attended Zalina binti Shaher Chairman Independent Non-Executive Director 2/2 Datuk Johar bin Che Mat Member Senior Independent Non-Executive Director 2/2 Tun Noor Shahya bt Tun Abdul Razak Member Independent Non-Executive Director 2/2 3.4 ESOS Committee The ESOS Committee was established to implement and administer the ESOS in accordance with the provisions of the ESOS by-laws. The ESOS Committee shall comprise such persons duly appointed and authorised by the Board from time to time. Our Governance DAGANG NeXCHANGE BERHAD 156 CORPORATE GOVERNANCE OVERVIEW STATEMENT
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