The Board has identified Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman as a representative of other members of the Board to share any concerns of Directors to the Group Chief Executive Officer on any issues of the Group and perform as the alternative contact person for shareholder communication. Tenure of Independent Directors and Policy of Independent Director’s Tenure Currently, the Board does not have a policy on the tenure for Independent Directors as the Board is of the view that a termofmore than nine (9) yearsmay 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. However, as recommended by Practice 5.3 of the MCCG 2021 provides that the tenure of an independent director does not exceed a term limit of nine (9) years. Based on the review of the Board’s composition and assessment of individual Directors, the Board is of the view that the independence of the Independent Non-Executive Directors of the Company should not be determined solely or arbitrary by their tenure of service. The Board is confident that the current Board is able to exercise objective judgment on business and corporate affairs in the presence of the Independent Non-Executive Directors. As at the date of this statement, Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman and Dato’ Che Sulaiman Bin Shapie have served the Board for a cumulative nine (9) years since they was appointed as Independent NonExecutive Director of the Company on 8 January 2013. The Board has proposed to retain her as Independent Non-Executive Director of the Company and is of the view that the tenure has neither impacted nor compromised the independent judgement of Professor Datin Dr Suzana Binti Sulaiman @Mohd Suleiman. Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman (“Professor Datin Dr Suzana”) and Dato’ Che Sulaiman Bin Shapie have served as Independent NonExecutive Directors of the Company since 8 January 2013. The Board through the NRC has carried out the necessary assessment and recommend that they continue to act as Independent Non-Executive Directors of the Company based on the following: a) P rofessor Datin Dr Suzana and Dato’ Che Sulaiman Bin Shapie are able to exercise independent judgment and act in the best interest of the Company. They have effectively applied their experience and knowledge to discharge their duties and responsibilities as Directors of the Company. b) T hey participate actively and contribute positively during deliberations at board meetings. c) T hey are in compliance with the relevant criteria and provisions in the Listing Requirements of Bursa Securities on independent directors. Their profile are set out in the Board of Directors Profile section of the 2021 Annual Report. The Board will be seeking for shareholders’ approval at the 18th AGM to retain them as an Independent Non-Executive Directors of the Company via a two-tier voting pursuant to the recommendation of the MCCG 2021. 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 the 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. 57 ANNUAL REPORT 2021 • DESTINI BERHAD
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