DESTINI Annual Report 2019

GOVERNANCE 05 Currently, the Board does not have a policy on the tenure for Independent Directors as the Board is of the view that a term of more than nine (9) years may not necessarily impair independence and judgement of an Independent Director and therefore the Board does not deem it appropriate to impose a fixed term limit for Independent Directors at this juncture. As at the date of this statement, none of the independent directors had served the Company for more than nine (9) years. New Candidates for Board Appointment The appointment of new Directors is the responsibility of the full Board after considering the recommendations of the NRC. The Board appoints its members through a formal and transparent selection process which is consistent with Constitution of the Company. This process has been reviewed, approved and adopted by the Board. New appointees will be considered and evaluated by the NRC. The NRC will then recommend the candidates to be approved and appointed by the Board. The Company Secretary will ensure that all appointments are properly made, and that legal and regulatory obligations are met. 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) Skills, knowledge, expertise and experience; ii) Professionalism and Integrity; iii) The merits and time commitment required for a Non- Executive Director to effectively discharge his or her duties to the Company; iv) 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 v) The extent to which the appointee is likely to work constructively with the existing directors and contribute to the overall effectiveness of the Board. During the financial year under review, there was no new appointment of director as recommended by the NRC, save for the appointment of Encik Mohd Noor Hussen as Independent & Non-Executive Director of the Company on 3 January 2020 and resigned on 10 April 2020. Boardroom Diversity The Board acknowledges the importance of boardroom diversity and is supportive of the recommendation of MCCG to the establishment of boardroom and workforce gender diversity policy. The Board’s aim is to have a broad range of approaches, backgrounds, skills and experience represented on the Board and to make appointments on merit, and against objective criteria, with due regard given to the benefits of diversity on the Board, including gender, age and ethnicity. The Board recognises diversity in the boardroom as an essential component of a good corporate governance. 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. The Company has formalised a Boardroom Diversity Policy and such policy is published on the Company’s website. CORPORATE GOVERNANCE OVERVIEW STATEMENT ANNUAL REPORT 2019 065