Dagang NeXchange Berhad Annual Report 2019

CORPORATE GOVERNANCE OVERVIEWSTATEMENT DAGANG NeXCHANGE BERHAD 54 The Board of Directors (“Board”) of Dagang NeXchange Berhad recognises the importance of good corporate governance and is committed to practice high standards of corporate governance throughout the Group. The Board is pleased to provide the following overview which outlines how the Group has applied the principles and recommendations set out in the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”) issued by the Securities Commission Malaysia and provisions in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) during the financial year ended 31 December 2019. This Corporate Governance Overview Statement should be read together with the Corporate Governance Report, which is available on the Company’s corporate website at www.dnex.com.my. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1. BOARD COMPOSITION AND RESPONSIBILITIES 1.1 Composition and size of the Board There were changes in the composition of the Board during the financial year ended 31 December 2019 as follows: (i) Encik Zainal ‘Abidin Abd Jalil retired as Group Managing Director of DNeX on 22 January 2019 upon attaining the retirement age of 60. Subsequently, he was employed as Executive Director, Energy of DNeX for a period of one (1) year from 11 February 2019 to 10 February 2020; (ii) Encik Mohd Azhar Mohd Yusof was appointed as an Independent Non-Executive Director on 1 August 2019; (iii) Dato’ Rosnah Abd Majid was appointed as an Independent Non-Executive Director on 1 August 2019; and (iv) Puan Norlila Hassan, an Independent Non-Executive Director, resigned on 31 December 2019. Notwithstanding the changes, the Company has continued to comply with the MMLR of Bursa Securities whereby at least two (2) directors or one-third (1/3) of the Board, whichever is higher, are Independent Directors. With the resignation of Puan Norlila Hassan on 31 December 2019, the Board has ten (10) members comprising six (6) Independent Non-Executive Directors including the Chairman, one (1) Non-Independent Non-Executive Director, one (1) Executive Deputy Chairman and two (2) Executive Directors. In MCCG 2017, at least half of the Board must comprise of independent directors and, for large companies, there must be a majority of independent directors. The Board composition and size are periodically assessed by the Board through the Nomination and Remuneration Committee. The Independent Directors which constitute more than one- third (1/3) of the composition of the Board, provide a check and balance in the functioning of the Board and enhance its effectiveness. Their presence is essential in providing unbiased, objective and impartial opinion, advice and judgement to the Board deliberations, mitigating risks of any possible conflict of interest or undue influence from interested parties. All Independent Directors act independently of Management and are not involved in any other relationship with the Group that may impair their independent judgement and decision-making. The members of the Board are of diverse backgrounds, specialisations and experience which bring a wealth of expertise to the leadership of the Group. The Board has the right mix of skills, experience and knowledge relevant to effectively direct and supervise the Company’s business activities and ensure that the interests of all stakeholders are adequately protected. The profile of each Director is set out on pages 34 to 42 of this Annual Report. 1.2 Clear Functions of the Board and Management The Board is responsible for oversight and overall management of the Group. To ensure the effective discharge of its functions and responsibilities, the Board has established a Discretionary Authority Limits (“DAL”) for the Group where specific functions are delegated to the relevant Management. In this regard, the Management is guided by the approved limits of authority as set out in the DAL in carrying out its duties.