Dagang NeXchange Berhad Annual Report 2018

2. STRENGTHEN COMPOSITION In discharging its duties, the Board is assisted by BoardCommittees, namely the Nomination and Remuneration Committee, the Audit Committee, the Board Procurement and Tender Committee and the Employee Share Option Scheme Committee. The Board has delegated specific responsibilities to the Board Committees. Each committee operates under their respective approved terms of reference or By-Laws. The Board Committees observe the same rules of conduct and procedures as the Board, unless otherwise determined by the Board. 2.1 Nomination and Remuneration Committee (“NRC”) The NRC comprises entirely of Independent Non-Executive Directors. The composition of the NRC is as follows:- Name Designation Directorate Norlila Hassan Chairperson Independent Non-Executive Director Rosli Abdullah Member Senior Independent Non-Executive Director Satria Ahmad Member Independent Non-Executive Director The NRC meets as and when required. The NRC met three (3) times during the year under review with full attendance of its members. During the financial year, the NRC had undertaken the following activities:- (a) Annual assessment of the Board’s effectiveness as a whole, the Board Committees and the contribution of each individual Director; (b) Reviewed the size and composition of the Board; (c) Reviewed and assessed the suitability of Datuk Johar Che Mat, and recommended to the Board his appointment as an Independent Non-Executive Director; (d) Reviewed and recommended the bonus and increment of the staff, senior management and Executive Directors to the Board by linking their rewards to corporate and individual performance; and (e) Recommended the re-election of Directors. During deliberation on the re-elections of Rosli Abdullah and Satria Ahmad as Directors of the Company, the retiring directors who are members of the NRC abstained from deliberation and decision on their own eligibility to stand for re-election in order to avoid any conflict of interests. Criteria for Recruitment and Annual Assessment of Directors Appointment of Directors and Board Diversity The Board may appoint directors to fill a casual vacancy or as additional Directors after an evaluation process which is carried out by the NRC. All Board appointments shall be approved by the Board upon recommendation by the NRC. The Board, through the NRC, has established a formal and transparent procedure in relation to 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 individual 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 good business judgment; and (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. Each Director will have the opportunity to meet the proposed candidate before appointment. In relation to Board diversity, the Board acknowledges the recommendation of the MCCG 2017 pertaining to the establishment of boardroom gender diversity policy. For a large company will need to comprise at least 30% women directors and included women participation in senior management not only at board level. The Board is at present guiding the transformation of DNeX and its current Board composition reflects the need for a balanced experience and skill mix to steward the Company. After reaching steady-state, the Board will look for opportunities to achieve the diversity target which includes gender diversity in line with the strategic stewardship needs of the Company at that time. The critical attributes of 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. The female representation on the Board is 22.22%. 57 Annual Report 2018 Corporate Governance Overview Statement CORPORATE ACCOUNTABILITY