DESTINI Annual Report 2018

In assessing suitability of candidates, consideration will be given to the core competencies, commitment, contribution and performance of the candidates to ensure that there is a range of skills, experience and diversity (including gender diversity) represented in addition to an understanding of the Business, the Markets and the Industry in which the Group operates and the accounting, finance and legal matters. In general, the process for the appointment of director to the Board is as follows: (i) The NRC reviews the Board’s composition through Board assessment/evaluation; (ii) The NRC determines skills matrix; (iii) The NRC evaluates and matches the criteria of the candidates, and will consider diversity, including gender, where appropriate; (iv) The NRC recommends to the Board for appointment; and (v) The Board approves the appointment of the candidates. Factors considered by the NRC when recommending a person for appointment as a director include: (i) the merits and time commitment required for a Non-Executive Director to effectively discharge his or her duties to the Company; (ii) the outside commitments of a candidate to be appointed or elected as a Non-Executive Director and the need for that person to acknowledge that they have sufficient time to effectively discharge their duties; and (iii) the extent to which the appointee is likely to work constructively with the existing directors and contribute to the overall effectiveness of the Board. Criteria for Board Assessment The NRC would conduct an assessment of the performance of the Board, as a whole, Board Committees and individual Directors, based on a self-assessment approach on an annually basis. From the results of the assessment, including the mix of skills and experience possessed by Directors, the Board will consider and approve the recommendations on the re-election and re-appointment of Directors at the Company’s forthcoming Annual General Meeting, with a view to meeting current and future requirements of the Group. The criteria used by the NRC in evaluating the performance of individual, including contribution to interaction, integrity, competency and time commitment of the members of the Board and Board Committees in discharging their duties, are in a set of questionnaires. Each of the Directors will perform a self-assessment on an annually basis. The Board did not engage any external party to undertake an independent assessment of the Directors. Based on the assessment conducted for the financial year 2018, the Board and the NRC were 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/ Constitution, 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 of Association/ Constitution also provide that at least one third (1/3) of the remaining Directors are subject to retirement by rotation at least once every three (3) years at each Annual General Meeting and retiring Directors can offer themselves for re-election. STATEMENT ON CORPORATE GOVERNANCE DESTINI BERHAD ANNUAL REPORT 2018 70