PART II – BOARD COMPOSITION 4. Board’s objectivity Board Composition and Balance As of the date of this Statement, our Board consists of five (5) members, which comprises of one (1) Executive Chairman, one (1) Managing Director, two (2) Non-Independent & Non-Executive Directors and one (1) Independent & NonExecutive Director. As a result of the non-compliance with Paragraph 15.02 of the Listing Requirements, the Company must fill the vacancy within 3 months from 1 March 2023. 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 Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman as a representative of other members of the Board to share any concerns of Directors to the Group Chief Executive Officer 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 Non-Executive 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. Appointments have due regard to Company’s Fit and Proper Policy with consideration to the benefits of diversity and ensuring the Board has the appropriate mix of personality, skills, and experience in accordance with the approved selection criteria. 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. Corporate Governance Overview Statement GOVERNANCE 60 DESTINI BERHAD ANNUAL REPORT 2022
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