DESTINI Annual Report 2019

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. The Directors have demonstrated their ability to devote sufficient time and commitment to their roles and responsibilities as Directors of the Company. The Board is satisfied with the level of time and commitment given by the Directors of the Company towards fulfilling their duties and responsibilities. Board Meetings The Board held six (6) meetings during the financial year ended 31 December 2019. The details of Directors’ attendances are set out below: 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. 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. 05 GOVERNANCE The existing Directors’ age distribution falls within the respective age group and are as follows: The current diversity in the race/ethnicity and nationality of the existing Directors are as follows: Age Group 41-50 51-60 61 & above Number of Directors 2 3 2 Number of Directors Race/Ethnicity Nationality Malay Chinese Indian Others Malaysian Foreign 7 0 0 0 6 1 Name of Directors No. of meetings attended Tan Sri Dato’ Sri Rodzali Bin Daud 6/6 Dato’ Rozabil @ Rozamujib Bin Abdul Rahman 6/6 Mohd Shihabuddin Bin Mukhtar 5/6 Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman 6/6 Dato’ Che Sulaiman Bin Shapie 6/6 Abdul Rahman Bin Mohamed Rejab 6/6 Ismail Bin Mustaffa 6/6 Dato’ Megat Fairouz Junaidi Bin Tan Sri Megat Junid (Resigned on 1 May 2019) 2/2 CORPORATE GOVERNANCE OVERVIEW STATEMENT DESTINI BERHAD 066