Dagang NeXchange Berhad Annual Report 2018

Re-election of Directors The Company’s Articles of Association (Constitution) provides that an election of Directors shall take place at an annual general meeting of the Company. All Directors including the Managing Director shall retire from office once at least in every three (3) years, but shall be eligible for re-election. The Directors to retire in every year shall be those who, being subject to retirement by rotation, have been longest in office since their last election or appointment, but as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election. Where a person has been appointed as Director either to fill a casual vacancy or as an additional Director, he shall hold office only until the next annual general meeting and shall then be eligible for re-election. The NRC also makes recommendations to the Board on the re-election of the Directors. Annual Assessment of Directors The Board, through the NRC, conducts an annual assessment on its effectiveness as a whole, each individual Director and the Board Committees established by the Board. The Board is assessed in the areas of the Board’s roles and responsibilities, structure and composition, conduct, meeting process, interaction and communication with the Management and other stakeholders, as well as the effectiveness of the Chairman. The Board Committees are assessed in terms of accountabilities and responsibilities and the success of the Committees in achieving its objectives. The 2018 assessment was carried out in February 2019 through questionnaires sent to each individual director and encompasses an assessment of the performance of the Board as a whole, the Board Committees and individual Directors (via self and peer assessment) as well as the independence of Independent Directors. 2.2 Audit Committee The Audit Committee Report is set out on pages 72 to 74 of this Annual Report. 2.3 Board Procurement and Tender Committee (“BPTC”) The BPTC was established on 16 December 2013 to oversee the procurement process and contract management of the Group. No meeting was held during the financial year. The composition of the BPTC is as follows:- Name Directorate Datuk Samsul Husin Executive Deputy Chairman Ang Hsin Hsien Non-Independent Non-Executive Director Satria Ahmad Independent Non-Executive Director 2.4 Employee Share Option Scheme (“ESOS”) Committee The ESOS Committee was established on 23 November 2015 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. During the financial year, the ESOS Committee comprises of four (4) Directors and two (2) senior managements. The composition of the ESOS Committee is as follows:- Directorate/ Name Designation Position held Norlila Hassan Chairperson Independent Non- Executive Director Datuk Samsul Member Executive Deputy Husin Chairman Zainal ‘ Abidin Member Group Managing Abd Jalil Director Dato ’ Wong Member Executive Director Kam Yin Zahid Member Chief People Officer, Mohammad Group Human Resource Sham Lim Kek Siang Member Chief Financial Officer The ESOS Committee meets as and when required. No meeting was held during the financial year. Approvals on matters requiring the sanction of the ESOS Committee are sought by way of circular resolutions. 58 Dagang NeXchange Berhad Annual Report 2018 Corporate Governance Overview Statement