DESTINI Annual Report 2018

Board Meetings The Board held five (5) meetings during the financial year ended 31 December 2018. The details of Directors’ attendances are set out below: Name of Directors No. of meetings attended Tan Sri Dato’ Sri Rodzali Daud 5/5 Dato’ Rozabil @ Rozamujib Abdul Rahman 5/5 Dato’ Megat Fairouz Junaidi Megat Junid 5/5 Dato’ Sri Dr Mohmad Isa Hussain (resigned on 18 October 2018) 3/4 Dato’ Abd Aziz Sheikh Fadzir (resigned on 18 May 2018) 2/2 Dato’ Che Sulaiman Shapie 5/5 Professor Datin Dr Suzana Sulaiman @ Mohd Suleiman 5/5 Abdul Rahman Mohamed Rejab 5/5 Ismail Mustaffa 5/5 Mohd Shihabuddin bin Mukhtar (appointed on 18 October 2018) 0/1 The Board is satisfied with the level of time commitment given by the Directors of the Company towards fulfilling their duties and responsibilities. This is evidenced by the attendance record of the Directors as set out herein above. Save for Mohd Shihabuddin Mukhtar, who was unable to attend any meeting held after his appointment as Director on 18 October 2018 due to overseas travelling, all other Directors have complied with the minimum 50% attendance requirement in respect of Board meetings held during the financial year ended 31 December 2018. The Board meets on a quarterly basis, with amongst others, review the operations, financial performance, reports from the various Board Committees and other significant matters of the Group. Where any direction or decisions are required expeditiously or urgently from the Board between the regular meetings, special Board meetings maybe convened by the Company Secretaries, after consultation with the Chairman. Additionally, in between Board meetings, the Directors also approved various matters requiring the sanction of the Board by way of circular resolutions. Time Commitment and Directorship in Other Public Listed Companies All the Directors are required to devote sufficient time and efforts to carry out their responsibilities. Each Director is expected to commit time as and when required to discharge the relevant duties and responsibilities, besides attending meetings of the Board and Board Committees. Each Board member is expected to achieve at least fifty percent (50%) attendance of total Board Meetings in any applicable financial year with appropriate leave of absence be notified to the Chairman and/or Company Secretaries, where applicable. Under the Board Charter, the directorships in other public listed companies in Malaysia held by any Board member at any one time shall not exceed any number as may be prescribed by the relevant authorities. In addition, at the time of appointment, the Board shall obtain the Director’s commitment to devote sufficient time to carry out his responsibilities. Directors are required to notify the Chairman before accepting any new directorship(s). The notification would include an indication of time that will be spent on the new appointment(s). Any Director is, while holding office, at liberty to accept other Board appointment in other companies so long as the appointment is not in conflict with the Company’s business and does not affect the discharge of his/her duty as a Director of the Company. To ensure the Directors have the time to focus and fulfill their roles and responsibilities effectively, one (1) criterion as agreed by the Board is that they must not hold directorships at more than five (5) public listed companies as prescribed in Paragraph 15.06 of the Listing Requirements. STATEMENT ON CORPORATE GOVERNANCE DESTINI BERHAD ANNUAL REPORT 2018 66