The Group Chief Executive Officer 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 Directors and the Group Chief Executive Officer, are 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 Directors 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 defined its Board Charter, and Code of Conduct and Ethics setting out the roles, duties and responsibilities of the Board, the principles and practices of corporate governance to be followed and its commitment of fair practices to its stakeholders, which is available on the Company’s website at www.destinigroup.com. Separation of positions of Chairman and Group Chief Executive Officer The Board is chaired by an Executive Chairman, namely Dato’ Rozabil @ Rozamujib Bin Abdul Rahman until 27 February 2023 who had resigned as Executive Chairman. Subsequent to the resignation of Dato’ Rozabil @ Rozamujib Bin Abdul Rahman, Abdul Rahman bin Mohamed Rejab was re-designated as an Executive Chairman of the Company from his post as Executive Director with effect from 1 March 2023. The 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. Dato’ Mohd Zahir Bin Zahur Hussain holds the role of Managing Director and Group Chief Executive Officer since 1 March 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 Executive Chairman and the Managing Director and Group Chief Executive Officer are clearly defined and segregated, to ensure appropriate balance of power and authority, increased accountability and enhanced capacity of the Board for independent decisionmaking. 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 person 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. GOVERNANCE 57 ANNUAL REPORT 2022 DESTINI BERHAD
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