GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT 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. 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 NonExecutive Directors. As at the date of this statement, there is no Independent Non-Executive 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) The NRC reviews the Board’s composition through Board assessment/evaluation; ii) The NRC determines skills matrix; iii) The 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) The merits and time commitment required for a Non-Executive Director to effectively discharge his or her duties to the Company; iv) The 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) The 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, one (1) new director was appointed as recommended by the NRC. Puan Norashikin Binti Mat Yusof was appointed as an Independent and Non-Executive Director on 3 January 2025 and Dato’ Abd Aziz Bin Haji Sheikh Fadzir was re-designated from Non-Independent Non-Executive Chairman to Executive Chairman on 23 December 2024. DESTINI BERHAD ANNUAL REPORT 2025 62
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