GOVERNANCE 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 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. 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, there is no Independent NonExecutive of the Company that has served for a cumulative nine (9) years since appointment. 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. In general, the process for the appointment of director to the Board is as follows: i. T he NRC reviews the Board’s composition through Board assessment/evaluation; ii. The NRC determines skills matrix; iii. T he 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. T he merits and time commitment required for a NonExecutive Director to effectively discharge his or her duties to the Company; iv. T he 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. T he 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, four (4) new directors were appointed as recommended by the NRC. Dato’ Abd Aziz Bin Haji Sheikh Fadzir was appointed as an Independent and Non-Executive Director on 5 July 2023, while Encik Ismail Bin Mustaffa and Datuk Kabol Bin Surat were appointed as an Executive Directors on 28 August 2023. Puan Farah Nadia Binti Fazaruddin was appointed as an Independent and Non-Executive Director of the Company on 11 October 2023. Dato’ Abd Aziz Bin Haji Sheikh Fadzir was re-designated from Independent & Non-Executive Director to Non-Independent Non-Executive Director on 10 July 2023 and later re-designated as Non-Independent NonExecutive Chairman of the Company on 11 March 2024. 55 DESTINI BERHAD ANNUAL REPORT 2024
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