Dagang NeXchange Berhad Annual Report 2019

CORPORATE GOVERNANCE OVERVIEWSTATEMENT DAGANG NeXCHANGE BERHAD 58 The Company has continued to comply with paragraph 15.08A(1) of the MMLR of Bursa Securities whereby its NRC comprise exclusively of Non-Executive Directors. During the financial year, the NRC had undertaken the following activities: (a) Annual assessment of the Board’s effectiveness, the Board Committees and the contribution of each individual Director; (b) Reviewed the size and composition of the Board; (c) Reviewed the extension of employment contract of Executive Director; (d) Reviewed and assessed the suitability of Dato’ Rosnah Abd Majid, and recommended to the Board her appointment as an Independent Non-Executive Director; (e) Reviewed and assessed the suitability of Encik Mohd Azhar Mohd Yusof, and recommended to the Board his appointment as an Independent Non-Executive Director; (f) Reviewed the size and composition of the Board Committees, and recommended to the Board on changes in the Board Committees; (g) Reviewed and recommended the bonus and increment of the staff and senior management to the Board by linking their rewards to corporate and individual performance; and (h) Recommended the re-election of Directors. 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. During the financial year, a new woman Director was appointed, which bring the percentage of women Board members from 22.22% to 27.27%. While the Board has yet to formalise its policies on gender diversity, the Board is committed to provide fair and equal opportunities and nurturing diversity within the Company. The Board, through its NRC will continue to take steps to ensure that suitable women candidates are sought and considered as part of the recruitment exercise. This will be done over time, taking into consideration the present size of the Board, the merit and suitability of women candidates and the evolving challenges to the Company from time to 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. Re-election of Directors The Company’s Constitution provides that an election of Directors shall take place each year. At each annual general meeting (“AGM”) one-third (1/3) of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office provided always that all Directors including Managing Director and Executive Directors shall retire from office once at least in each three (3) years as required by the MMLR but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires.