Our Governance DAGANG NeXCHANGE BERHAD 170 The Board is the ultimate governing body with overall oversight responsibility defining the appropriate governance structure, risk appetite and embedding the risk management policy and strategy across DNeX Group. The Audit Committee is responsible to assist the Board in discharging its oversight responsibilities and fulfilling its fiduciary responsibilities in ensuring that there exist adequate and effective systems of governance and internal controls. The Audit Committee may commission for special projects to investigate, develop, or report on specific aspects of the operating and internal processes of DNeX Group. The Audit Committee also ensures that the established policies, procedures, guidelines, as well as operating and internal accounting controls: 1 2 3 4 encourage legal and regulatory compliance in promoting efficiency and proper conduct of business of DNeX Group protect DNeX Group’s assets from misappropriation; and reduce the risk of unreliable financial reporting; are adequate, functioning, and effective; Risk, Governance and Sustainability Committee assists the Board in discharging its oversight responsibilities and fulfilling its fiduciary responsibilities in formulating, overseeing as well as inculcating a sound enterprise risk management framework and systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines in order to manage the overall risk exposure of DNeX Group. In addition to that, Risk, Governance and Sustainability Committee also provides oversight and guidance on DNeX Group sustainability governance, strategies and initiatives to ensure the Group remain adaptable and resilient in its business operations. On a quarterly basis, the Risk, Governance and Sustainability Committee reviewed and appraised that appropriate systems are in place to manage principal risks, the efficacy of the controls on progress of operations and current developments and provide directives to manage the overall risk exposure throughout DNeX Group. Risk, Governance and Sustainability Committee also assists the Board in its oversight of DNeX Group’s Anti-Bribery and Anti-Corruption (“ABAC”) governance and compliance framework and in ensuring that best practices of ABAC management system is established, implemented, maintained and reviewed to adequately address DNeX Group’s bribery and corruption risks, including DNeX Group’s ABAC Framework and Policy. Risk, Governance and Sustainability Committee is to also assist the Board in promoting the appropriate ABAC culture within DNeX Group and in ensuring the alignment of ABAC Framework and Policy to the strategy of DNeX Group. The Risk, Governance and Sustainability Committee also reviewed the Business Continuity Management (“BCM”) framework, the plan, and the scope as well as the effectiveness of the BCM functions in accordance with ISO 22301. . Meanwhile, the Board of Directors of Subsidiaries are to adopt and monitor the overall ERM policy and performance of the respective subsidiary companies and ensure that the management of their operations are characterised by sound internal controls as established by DNeX Group. The Management Committee’s key objective is to support DNeX Group Executive Chairman to assess major decisions and review the delivery of strategic objectives and business development of DNeX Group in a timely manner. It is a platform where the Management reviews key risks and oversees the risk management framework, policies and procedures and strategies in managing risks within DNeX Group for consideration and recommendation for the Board’s approval. The Management Committee also reviews all major investments, evaluate the associated risks and makes its recommendation to the Board on the potential risk response that need to be adopted in relation to a decision to proceed with the investment. The Management Committee ensures that the Board receives adequate and appropriate information for notification and decision making. A dedicated independent risk management function, namely the Risk and Business Process Management Department is responsible for ensuring that the approved risk management framework and policies are implemented and complied with. They are also responsible for facilitating the risk management processes with operational units which include risk identification, assessment, mitigation and monitoring. Likewise, all operating units are responsible for identifying and managing risks within their operation. As risk owners, they are to ensure all daily activities are carried out within the established framework and are in full compliance with approved policies, procedures and the discretionary authority limits. STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
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