DESTINI Annual Report 2020

The principal roles and responsibility assumed by the Board are as follows: • Review and adopt strategic plan of the Group T he Board plays an active role in the development of the Group’s overall corporate strategy, marketing plan and financial plan. The Board is presented with the short and long-term strategy of the Group together with its proposed business plans for the forthcoming year. The Board also monitor budgetary exercise which supports the Group’s business plan and budget plan. • Implementation of internal compliance controls and justify measure to address principle risks T he Board is fully alert of the responsibilities to maintain a proper risk management and internal control system. The Board’s responsibilities for the Group’s system of internal controls including financial condition of the business, operational, regulatory compliance as well as risk management matters. • To formulateandhave inplacean appropriate succession plan T he Board is responsible to formulate and have in place an appropriate succession plan encompassing the appointment, training, and determination of compensation for senior management of the Group, as well as assessing the performance of Directors and Committee members and, where appropriate, on the retirement and appointment of the members of the Board and Executive Directors. • Developing and implementing an investor relations program or shareholder communications policy for the Group T he Board recognises that shareholders and other stakeholders are entitled to be informed in a timely and readily accessible manner of all material information concerning the Company through a series of regular disclosure events during the financial year. Hence, the Company’s website is the primary medium in providing information to all shareholders and stakeholders. The Board will normally hold meetings at least four (4) times in each financial year to consider: i) relevant operational reports from the management; ii) reports on the financial performance; iii) specific proposals for capital expenditure and acquisitions, if any; iv) major issues and opportunities for the Company, if any; and iv) quarterly financial statements for announcement to authorities. In addition, the Board will, at intervals of not more than one (1) year: i) approve annual financial statements, and other reports to shareholders; ii) consider and, if appropriate, declare or recommend the payment of dividends; iii) review the Board composition, structure and succession plan; iv) review the Company’s audit requirements; v) review the performance of, and composition of Board committees; vi) undertake Board and individual Board member evaluations; vii) review Board remuneration; and viii) review risk assessment policies and controls and compliance with legal and regulatory requirements. The roles and responsibilities of the Independent & Non- Executive Directors and Executive Directors are clearly defined and properly segregated. All the Independent & Non-Executive Directors are independent of the Executive Directors, management and major shareholders of the Company, and are free from any business or other relationship with the Group that could materially interfere with the exercise of their independent judgement. This offers a strong check and balance on the Board’s deliberations. The Executive Directors are responsible for the overall performance and operations as well as the corporate affairs and administrations of the Group. They are assisted by the senior management personnel of the Group in managing the business activities of the Group in the manner that is consistent with the policies, standards, guidelines, procedures and/or practices of the Group and in accordance with the specific plans, instructions and directions set by the Board. 55 ANNUAL REPORT 2020 DESTINI BERHAD