DESTINI AR 2017

The Board acknowledges that the practice of good corporate governance is an essential part in the Group’s continued growth and success. Hence, the Board remains committed to attaining high standards of corporate governance within the Group through its support and application of the principles and best practices set out in Malaysian Code on Corporate Governance (MCCG) to enhance business prosperity and maximise shareholders’ value. In 2017, the MCCG, which supercedes its earlier edition, takes on a new approach to promote greater internalisation of corporate governance culture. The Board will continuously evaluate the Group’s corporate governance practices and procedures, and where appropriate will adopt and implement the best practices as enshrined in MCCG to the best interest of the shareholders of the Company. Set out below is a statement which outlines the application of the various principles and complied with the best practice provisions as laid out in MCCG throughout the financial year ended 31 December 2017 pursuant to Paragraph 15.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) (Listing Requirements). BOARD OF DIRECTORS Board Balance Our Board consists of nine (9) members, which comprises of an Independent & Non-Executive Chairman, a President and Group Chief Executive Officer, two (2) Executive Directors, one (1) Non-Independent & Non-Executive Director and four (4) Independent & Non-Executive Directors. The profiles of these Board members are laid out in pages 20 to 28 of this Annual Report. The current composition of the Board provides an effective Board with a mix of industry specific knowledge, broad based business and commercial experience together with independent judgement on matters of strategy, operations, resources and business conduct. On 21 November 2016, the Board has appointed Dato’ Megat Fairouz Junaidi Tan Sri Megat Junid as the Senior Independent & Non- Executive Director of the Company to share the concerns of Directors to the President and Group Chief Executive Officer on sensitive issues of the Company and perform as the alternative contact person for shareholder communication. Boardroom Diversity The Board is aware of the importance of boardroom diversity and is supportive of the recommendation of MCCG to the establishment of boardroom and workforce gender diversity policy. However, the Board does not adopt any formal gender diversity policy in the selection of new Board candidates and does not have specific policies on setting target for female candidates in the Group. The Group basically evaluate the suitability of candidates as new Board member or as a member of the workforce based on the candidates’ competency, skills, character, time commitment, knowledge, experience and other qualities in meeting the needs of the Group, regardless of gender. Equal opportunity is given and does not practise discrimination of any form, whether based on age, gender, race and religion, throughout the organisation. Nevertheless, the Board will evaluate and match the criteria of the potential candidate as well as considering the boardroom diversity for any new proposed appointment of directors of the Company in the future. Currently, our Board members comprise of one (1) female director. In line with the country’s aspirational target of 30% representation of women on boards, the Board may consider appointing more females onto the Board in future to bring about a more diverse perspective. Board Responsibilities The Board assumes responsibility for effective stewardship and control of the Group and its members have established terms of reference to assist them in the discharge of their responsibilities. The Board retains full and effective control of the Group and has developed corporate objectives and position descriptions including the limits to management’s responsibilities, which the management are aware of and are responsible for meeting. 50 DESTINI BERHAD CORPORATE GOVERNANCE STATEMENT OF