GOVERNANCE 3. Good Business Conduct and Corporate Culture Code of Conduct and Ethics The Board is committed in maintaining a corporate culture, which engenders ethical conduct. The Board has formalised the Code of Conducts and Ethics which summarises what the Company must endeavour to do proactively in order to increase corporate value and which describes the areas in daily activities that require caution in order to minimise any risks that may occur. The Code of Conduct and Ethics provides guidance for Directors regarding ethical and behavioural considerations and/or actions as they address their duties and obligations during the appointment. The Board adopted a Code of Conduct and Ethics and will review the Code of Conduct and Ethics when necessary to ensure it remains relevant and appropriate. The details of the Code of Ethics and Conduct are available for reference at the Company’s website at www.destinigroup.com. Whistle-blowing Policy The Board has a Whistle-blowing Policy which provides an avenue and mechanism to all employees of the Group and members of the public to voice genuine concerns of any possible suspected breach of business conduct and malpractices impacting the interest of the Group. The main objectives of the policy are: (a) B e committed to the Company’s business ethics of Honesty, Integrity and Transparency; (b) T o provide a transparent and confidential process for all parties to give information on non-compliances to the Code of Conduct and Ethics, or any misconduct regardless of his or her position, to an independent party to investigate the allegations and take the appropriate actions; and (c) T o uphold the moral duty being a Company by protecting the interest of all its stakeholders. The details of the Whistle-blowing Policy are available for reference at the Company’s website at www.destinigroup. com. Stakeholders, who have suspected fraud, misconduct or any integrity concerns, are encouraged to fill up a Whistle Blowing Report Form and email to: Attention : Dato’ Bahudin Bin Mansor Designation : A udit Committee Chairman / Independent & Non-Executive Director Email : bahudinn@gmail.com Destini Group Anti-Bribery and Anti-Corruption Policy On 19 June 2020, the Company has adopted the “Destini Group Anti-Bribery and Anti-Corruption Policy” that sets out the Company’s principles and stance and adequate procedures against bribery and corruption activities in the conduct of its business. The Destini Group Anti-Bribery and Anti-Corruption Policy provide guidance to the employees and business partners towards eliminating acts of bribery and corruption in the conduct of the Company’s business and affairs and such policy is published on the Company’s website at www.destinigroup.com. PART II – BOARD COMPOSITION 4. Board’s objectivity Board Composition and Balance As of the date of this Statement, our Board consists of four (4) members, which comprises of one (1) Non-Independent and Non-Executive Chairman, one (1) Executive Director and two (2) Independent & Non-Executive Directors in compliance with the Paragraph 15.02 of the Listing Requirements. The Profile of the Board members are set out in this Annual Report. The current composition of the Board provides an effective Board with a mix of industry specific knowledge, broad based business and commercial experience together with independent judgement on matters of strategy, operations, resources and business conduct. The Board has identified Dato’ Bahudin Bin Mansor as a representative of other members of the Board to share any concerns of Directors to the Executive Director on any issues of the Group and perform as the alternative contact person for shareholder communication. CORPORATE GOVERNANCE OVERVIEW STATEMENT 54 DESTINI BERHAD ANNUAL REPORT 2024
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