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) 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) The merits and time commitment required for a NonExecutive 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, there is one (1) new appointment of director as recommended by the NRC, which is Dr Nurwahida Binti Mohd Yaakub as an Independent & Non-Executive Director on 20 October 2022 and Encik Abdul Rahman Bin Mohamed Rejab who was re-designated from Executive Director to Executive Chairman of the Company and Dato’ Mohd Zahir Bin Zahur Hussain who was re-designated from Independent & NonExecutive Director to Managing Director and Group Chief Executive Officer on 1 March 2023. In 1 July 2022, the Board has established the Directors’ Fit and Proper Policy to guide the NRC and the Board of Directors in their review and assessment of potential candidates for appointment as Directors as well as Directors who are seeking for re-election to ensure that any person to be appointed or re-elected as a Director shall possess the character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to carry out their roles and responsibilities effectively in the best interest of the Company and its stakeholders. The Directors’ Fit and Proper Policy is published on the Company’s website at www.destinigroup.com. Boardroom Diversity The Board acknowledges the importance of boardroom diversity and is supportive of the recommendation of MCCG 2021 to the establishment of boardroom and workforce gender diversity policy. The Board’s aim is to have a broad range of approaches, backgrounds, skills and experience represented on the Board and to make appointments on merit, and against objective criteria, with due regard given to the benefits of diversity on the Board, including gender, age and ethnicity. The Board recognises diversity in the boardroom as an essential component of a good corporate governance. Currently, our Board members comprise of one (2) female directors. In line with the country’s aspirational target of 30% representation of women on boards, the Board may consider appointing more females onto the Board in future to bring about a more diverse perspective. GOVERNANCE 61 ANNUAL REPORT 2022 DESTINI BERHAD
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