GOVERNANCE BOARD LEADERSHIP AND EFFECTIVE OVERSIGHT Board oversight covers strategy, resources and risk, supported by the review responsibilities assigned to its committees. The role of the Board The Board Charter requires the Board to review and approve the annual corporate plan, covering sustainability, human resources, information technology, financial planning and risk management. It also makes the Board responsible for principal risks and the systems used to manage them. This means decisions about Destini’s technical capability are taken together with decisions about the resources needed to sustain it: investment in equipment, people and new services sits in the same planning process as budgets, delivery commitments and risk. Audit Committee The Audit Committee’s terms of reference provide for review of financial reporting, external and internal audit, and the internal-control system. They include access to information and independent advice. This remit links the credibility of reporting with the processes through which transactions and operating information reach the Board. Risk Management Committee The Risk Management Committee’s terms require review of Group and divisional exposures, significant risks outside tolerable ranges and the status of management action plans. They also provide for recommendations on risk indicators and tolerance levels. The remit connects oversight with the risks attached to major investments and projects. Nomination and Remuneration Committee The committee’s remit includes Board succession, candidate selection, effectiveness evaluation and remuneration. The Fit and Proper Policy adds assessment of integrity, relevant experience, financial literacy and time commitment. Together, these provisions address the capability and independence of judgement required for leadership. Management and operating responsibility Management implements strategy and policies and directs daily operations. Operating teams are responsible for delivery within their businesses and for reporting performance through the management structure. RISK MANAGEMENT AND INTERNAL CONTROLS Our materiality assessment rates risk management as a high-exposure topic. Contract performance depends on technical capability, reliable suppliers and access to operating sites; a weakness in any of these can affect financial results. A connected view of risk The Risk Management Committee reviews strategic, financial, operational and information-technology risks. A delayed component shows how these risks overlap: it can interrupt work, defer customer acceptance and postpone payment. Environmental, workforce and supplychain exposures are considered within this wider business context. Authority and management review Destini’s disclosed internal-control framework includes a documented delegation of authority, operating-unit budgets, management accounts and Board review. These provisions establish who can commit resources and how performance is brought forward for review. They are particularly relevant where purchasing, project progress and customer billing occur at different stages. Internal audit The internal-audit framework provides for an Audit Committee-approved charter and a risk-based audit plan. It assigns the Group Internal Audit Department responsibility for reviewing business and support units and following up agreed actions. The Audit Committee reviews exceptions and the remedial action taken by management. Climate in the business context Physical disruption and transition costs can affect delivery, margins and cash conversion. BNM’s climate risk stresstesting approach links climate assumptions to financial exposures, and our FY2027 assessment will apply Destini’s own operating and financial records to the business channels identified in this statement. Control lessons and accountability In FY2025, the Board disclosed internal-control weaknesses identified during its investigation into misstatements of revenue and profit, and set out remedial measures, including a stronger internal-audit function, tighter budgeting, better performance reporting and closer management review. This history makes transaction evidence, review authority and follow-through on corrective actions central to Destini’s governance. SUSTAINABILITY DESTINI BERHAD 73 ANNUAL REPORT 2026
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