The Executive Director holds the principal obligations in focusing, guiding, addressing, supervising, regulating, managing and controlling as well as communicating the Company’s goals and objectives, as well as all significant corporate matters, corporate restructuring plans, business extension plans and proposals. The Executive Director is also responsible for proposing, developing and implementing applicable and relevant new policies and procedures. The Independent & Non-Executive Directors of the Company play a key role in providing unbiased and independent views, advice and contributing their knowledge and experience toward the formulation of policies and in the decision-making process. The Board structure ensures that no individual or group of individuals dominates the Board’s decision-making process. Although all the Directors have equal responsibility for the Company and the Group’s operations, the role of the Independent Directors are particularly important in ensuring that the strategies proposed by the Executive Director are deliberated on and have taken into account the interest, not only of the Company, but also that of the shareholders, employees, customers, suppliers and the community. The Board has established its Board Charter, and a Code of Conduct and Ethics that outlines its roles, duties and responsibilities, as well as the corporate governance principles and practices it adheres to. It also affirms the Board’s commitment to fair practices for its stakeholders. These documents are available on the Company’s website at www.destinigroup.com. Separation of positions of Chairman and Executive Director The Board is chaired by an Independent Non-Executive Chairman, Tan Sri Datuk Azhar Bin Azizan @ Harun until his resignation on 11 March 2024. On the same day, Dato’ Abd Aziz Bin Haji Sheikh Fadzir was re-designated from his position as Non-Independent and Non-Executive Director to serve as the Non-Independent and Non-Executive Chairman of the Company. The Non-Independent and Non-Executive Chairman is primarily responsible for the vision and strategic planning of the Group and to provide leadership and ensure effective conduct of the Board. He ensures the adequacy and effectiveness of the Board’s governance process and acts as a facilitator at Board meetings to ensure all Directors participate and deliberated at all Board meetings and that no Board member dominates discussion. Encik Ismail Bin Mustaffa holds the role of Executive Director since 28 August 2023. He implements the Group’s strategies, policies and decision adopted by the Board. He has extensive and experience in the businesses of the Group and has shown great commitment and exercised due care in managing the operations of the Group’s businesses in the best interest of the shareholders. The roles of the Non-Independent and Non-Executive Chairman and the Executive Director are clearly defined and segregated, to ensure appropriate balance of power and authority, increased accountability and enhanced capacity of the Board for independent decision-making. The Board believes that for its current size, it is more expedient for the two roles to be held by the different person there are pertinent checks and balance to ensure no one in the Board has unfettered powers to make major decisions for the Company unilaterally. Qualified and Competent Company Secretaries The Board is supported by qualified and competent Company Secretaries who are responsible to ensure that the Company’s Constitution, procedures and policies and regulations are complied with. The Board is regularly updated and advised by the Company Secretaries on any new statutory and regulatory requirements in relation to their duties and responsibilities. The Board recognises that the Company Secretaries are suitably qualified and capable of carrying out the duties required. The Board is satisfied with the service and support rendered by the Company Secretaries in discharge of their functions. The Company Secretaries attend all Board and Board Committees meetings and ensure that meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained accordingly. Board Committees In discharging its fiduciary duties, the Board has delegated specific tasks to the following three (3) Board Committees: (a) Audit Committee (“AC”); (b) Nomination and Remuneration Committee (“NRC”); and (c) Risk Management Committee (“RMC”). GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT 52 DESTINI BERHAD ANNUAL REPORT 2024
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