DESTINI Annual Report 2020

The President & Group Chief Executive Officer holds the principal obligations in focusing, guiding, addressing, supervising, regulating, managing and controlling as well as communicating the Company’s goals and objectives, as well as all significant corporate matters, corporate restructuring plans, business extension plans and proposals. The President & Group Chief Executive Officer, assisted by Executive Directors, are also responsible for proposing, developing and implementing applicable and relevant new policies and procedures. The Independent & Non-Executive Directors of the Company play a key role in providing unbiased and independent views, advice and contributing their knowledge and experience toward the formulation of policies and in the decision making process. The Board structure ensures that no individual or group of individuals dominates the Board’s decision-making process. Although all the Directors have equal responsibility for the Company and the Group’s operations, the role of the Independent Directors are particularly important in ensuring that the strategies proposed by the Executive Directors are deliberated on and have taken into account the interest, not only of the Company, but also that of the shareholders, employees, customers, suppliers and the community. The Board has defined its Board of Charter, and Code of Conduct and Ethics setting out the roles, duties and responsibilities of the Board, the principles and practices of corporate governance to be followed and its commitment of fair practices to its stakeholders, which is available on the Company’s website at www.destinigroup.com . Independent Non-Executive Chairman During the financial year under review, the Board is chaired by an Independent & Non-Executive Chairman. The Independent & Non-Executive Chairman is not involved in the day-to-day management of the Group’s business and has no relationship that could materially interfere with his judgment. The Independent & Non-Executive Chairman is responsible to provide leadership for the Board so that the Board can perform its responsibilities effectively. The roles and responsibilities of the Independent & Non- Executive Chairman of the Board have been clearly specified in the Board Charter, which is available on the Company’s website at www.destinigroup.com . Separation of Positions of Chairman and President &Group Chief Executive Officer During the financial year under review, the Company has complied with the recommendation of the MCCG where the positions of the Chairman and President & Group Chief Executive Officer are held by different individuals, and that the Chairman is a non-executive member of the Board. The roles of the Chairman and the President & Group Chief Executive Officer are clearly defined and segregated, to ensure appropriate balance of power and authority, increased accountability and enhanced capacity of the Board for independent decision-making. The Chairman is not related to the President & Group Chief Executive Officer and is responsible in leading the Board in the oversight and supervision of the Group’s management; whilst the President & Group Chief Executive Officer is responsible for the day-to-day operations of the Group, making strategic business decision and implementing the Board’s policies and decisions. Qualified and Competent Company Secretaries The Board is supported by qualified and competent Company Secretaries who are responsible to ensure that the Company’s Constitution, procedures and policies and regulations are complied with. The Board is regularly updated and advised by the Company Secretaries on any new statutory and regulatory requirements in relation to their duties and responsibilities. The Board recognises that the Company Secretaries are suitably qualified and capable of carrying out the duties required. The Board is satisfied with the service and support rendered by the Company Secretaries in discharge of their functions. The Company Secretaries attend all Board and all Board Committees meetings and ensure that meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained accordingly. Board Committees In discharging its fiduciary duties, the Board has delegated specific tasks to the following four (4) Board Committees: a) Audit Committee (“AC”); b) Nomination and Remuneration Committee (“NRC”); c) Risk Management Committee (“RMC”); and d) Option Committee. All the Board Committees have its own terms of reference and has the authority to act on behalf of the Board within the authority as lay out in the terms of reference. These Committees are formed in order to enhance business and operational efficiency aswell asefficacy. TheChairmanof the respective Committees will report to the Board the outcome of the Committees meetings for the Board’s considerations and approvals. The Board retains full responsibility for the direction and control of the Company and the Group. Corporate Governance Overview Statement 56 ANNUAL REPORT 2020 DESTINI BERHAD