DESTINI AR 2017

Based on the assessment conducted for the financial year 2017, the Board and the NRC is satisfied with the current size, composition as well as the mix of qualifications, skills and experience among the Board members and the independence of its Independent & Non-Executive Directors. Re-election of Directors In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to election by shareholders at the next Annual General Meeting after their appointment. The Articles also provide that at least one third (1/3) of the remaining Directors are subject to re-election by rotation at least once every three (3) years at each Annual General Meeting and retiring Directors can offer themselves for re-election. Upon the recommendation of the NRC and the Board, the Directors who are standing for re-election and re-appointment at the forthcoming Annual General Meeting of the Company to be held in 2018 are as stated in the Notice of Annual General Meeting. Annual Assessment of Independence Annual assessments will be conducted by NRC on annually basis and the criteria for assessment covers areas such as contributions to interaction, roles and responsibilities and quality of input to enhance the Board’s effectiveness. The independence of Independent Directors was assessed based on their relationship with the Group and their involvement in any significant transactions with the Group including their ability to exercise independent judgment at all times and based on the criteria set out in the Listing Requirements of Bursa Securities. Based on the assessment carried out during the financial year ended 31 December 2017, the Board is satisfied with the level of independence demonstrated by all the Independent Directors and their ability to act in the best interests of the Company during the financial year under review, and that each of them continues to fulfill the definition of independence as set out in the Listing Requirements of Bursa Securities. Tenure of Independent Directors The tenure of an independent director should not exceed a cumulative terms of nine (9) years. Upon completion of nine (9) years, an independent director may continue to serve on the Board subject to the directors’ re-designation as a non-independent director. For the Board to justify and seek shareholders’ approval for retaining a person who has served in that capacity for more than nine (9) years, as an independent director, the NRC/Board must conduct a rigorous review to determine whether the Director is independent in character and judgment, taking into account the need for progressive refreshing of the Board. However, as recommended by the MCCG, upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. In the event the Board intends to retain such Director as Independent Director after the latter has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval at a general meeting, normally the annual general meeting of the Company. If the Board continues to retain the Independent Director after the twelfth (12) years, the Board will seek annual shareholders’ approval through a two-tier voting process. As at the date of this statement, none of the independent directors had served the Company for more than nine (9) years as per the recommendations of MCCG. Separation of Positions of Chairman and The President and 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 the President and Group Chief Executive Officer are held by different individuals, and that the Chairman is a non- executive member of the Board. 58 DESTINI BERHAD Corporate Governance Statement of