Dagang NeXchange Berhad Annual Report 2019

CORPORATE ACCOUNTABILITY annual report 2019 57 Both external and internal auditors and/or advisers (including but not limited to the principal adviser for the corporate exercises undertaken by the Group) will be invited to attend Board meetings, if required, to provide additional information or clarification on matters relevant to the agenda of the Board meetings. All Directors have unrestricted access to the Group and Company’s senior management and the services of a qualified company secretary to enable them to discharge their duties effectively. The responsibilities of the company secretary include advising the Board on matters relating to the constitution of the Company, facilitating compliance with the MMLR of Bursa Securities and maintenance of statutory records. The Directors were kept informed on a quarterly basis on the restriction in dealing with the securities of the Company during the closed period and the internal process for compliance when dealing in securities within and outside the closed period as set out in Chapter 14 of the MMLR of Bursa Securities. In addition, the Directors were given the updates issued by the various regulatory bodies and authorities which may affect the Group and the Company. In furtherance of their duties, the Directors may, whether collectively as a Board or in their individual capacities, seek independent professional advice on specific matters, at the Company’s expense. 1.8 Periodic Review and Publication of Board Charter The Board Charter is published on the Company’s corporate website www.dnex.com.my . It shall be periodically reviewed and updated by the Board as necessary to ensure it remains relevant and effective. 2. STRENGTHEN COMPOSITION In discharging its duties, the Board is assisted by Board Committees, 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”) There were changes in the composition of the NRC during the financial year ended 31 December 2019 as follows: (i) Encik Mohd Azhar Mohd Yusof, an Independent Non-Executive Director was appointed as a member of the NRC on 23 August 2019; and (ii) Puan Norlila Hassan ceased to be Chairman of the NRC upon her resignation as Independent Non-Executive Director of the Company effective 31 December 2019. The NRC meets as and when required. The NRC met four (4) times during the year under review. The NRC members and details of attendance of each member at the NRC meetings held during the financial year ended 31 December 2019 are as follows: Name Designation Directorate Attendance Norlila Hassan Chairman Independent Non-Executive Director 4/4 Rosli Abdullah Member Senior Independent Non-Executive Director 4/4 Satria Ahmad Member Independent Non-Executive Director 4/4 Mohd Azhar Mohd Yusof Member Independent Non-Executive Director -* Notes: * No meeting was held during the period from 23 August 2019 to 31 December 2019.