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Board Charter

  1. Board Structure
    • The number of directors shall not be less than 2 nor more than 12 as set out in the Company's Constitution.
    • In accordance with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 directors or 1/3 of the Board, whichever is the higher, are independent directors.
    • Pursuant to the Company's Constitution, one-third (1/3) of the Directors or the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting. A retiring Director is eligible for re-appointment. Any new or additional Director appointed by the Board during the year shall hold office until the next Annual General Meeting and shall then be eligible for re-election. The election of each Director is voted separately.
  2. Roles and Responsibilities of Board
    1. Role of Board
      The functions of the Board are to:
      • Set the Group's strategy, performance target and long term goals of the business and ensure that resources are available to meet its objective.
      • Review the Group's progress against its strategy, performance target and long term goals.
      • Identify principal risks and ensure the implementation of appropriate systems to manage these risks.
      • Review the adequacy and integrity of the Group's internal control systems including compliance with applicable laws, regulations, rules, directives and guidelines.
      • Establish such committees, policies and procedures to effectively discharge the Board's roles and responsibilities.
      • Review financial reporting processes and financial position.
    2. Role of Chairman/Deputy Chairman
      The Chairman is responsible to:
      • Ensure the integrity and effectiveness of the governance processes of the Board.
      • Ensure adequate information to facilitate decision making is delivered to the Board on timely manner.
      • Facilitate all Board meetings and general meetings and ensure the appropriate level of interaction among members.
      • Ensure a balance composition of skills, knowledge and experience within the Board.
    3. Role of Executive Director
      The Executive Director is responsible to:
      • Develop and recommend to the Board the long-term strategy and vision of the Company.
      • Develop and recommend to the Board the annual business plans, budgets, actions plans and policies.
      • Ensure management of day-to-day business affairs, continuous improvement and development, implementation and achievement of corporate policies and strategies sanctioned by the Board.
      • Ensure that the Company has an effective management team and structure, management development program and succession plans.
      • Ensure that effective internal controls and governance measures are deployed.
      • Keep Board fully informed of all important aspects of the Group's operations and ensuring information is distributed to the Board members.
      • Develop and maintain effective relations with significant external agencies such as regulatory bodies, government agencies, investing public and other trade associations and institutions.
      • Serve as chief spokesperson of the Company and Group.
    4. Role of Board Committees
      The roles and responsibilities of Audit, Remuneration and Nomination Committees are set out in the terms of reference of each Committee which are available on the Company's website at www.netx.com.my.
  3. Board Duties and Processes

    The Board meets at least 4 times every year based upon a schedule set on yearly basis.

    Apart from the pre-scheduled Board meetings, the Board may for the purpose of urgent matters, convenes ad-hoc Board meetings at any time during the year.

    The quorum necessary for the transaction of business of the Directors shall be fixed by the Directors from time to time and unless so fixed, the quorum shall comprise two (2) Directors.

    Questions arising at any Board meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman or Deputy Chairman shall have a second or casting vote except when only two Directors are present and form a quorum or only two are competent to vote on the question at issue, the Chairman shall not have a casting vote.

    A resolution in writing signed by a majority of the Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.

    In discharging the Directors' duties, the Directors have free access to all other members of management and employees of the Company and in their discretion, the Directors may consult with independent professionals at the Company's expense in the furtherance of their duties.

    The Directors must observe the provisions of the ACE Market Listing Requirements, Company's Constitution and all relevant legal and regulatory requirements.

    The Directors remain committed to undergoing continuing education training programmes to upgrade and enhance their business acumen and professionalism in discharging their duties to the Group.

  4. Review of Board Charter

    The Board Charter will be reviewed by the Board from time to time and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board's responsibilities.

    The Board Charter is made available for reference in the Company's www.netx.com.my.