The Executive Director/Group Managing Director is responsible for the overall performance and operations as well as the corporate affairs and administrations of the Group. He is assisted by the senior management personnel of the Group in managing the business activities of the Group in the manner that is consistent with the policies, standards, guidelines, procedures and/or practices of the Group and in accordance with the specific plans, instructions and directions set by the Board. The Executive Director/Group Managing Director 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 Director/Group Managing Director is 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 Director/Group Managing Director 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 established its Board Charter, and a Code of Conduct and Ethics that outlines its roles, duties and responsibilities, as well as the corporate governance principles and practices it adheres to. It also affirms the Board’s commitment to fair practices for its stakeholders. These documents are available on the Company’s website at www.destinigroup.com. Separation of positions of Chairman and Executive Director During the financial year under review, the Board was chaired by the Executive Chairman, Dato’ Abd Aziz Bin Haji Sheikh Fadzir. The Executive Chairman was primarily responsible for the vision and strategic planning of the Group, providing leadership and ensuring the effective conduct of the Board. He also ensured the adequacy and effectiveness of the Board’s governance processes and facilitated Board meetings to ensure that all Directors participated in the deliberations and that no individual Director dominated the discussions. Subsequent to the financial year end, on 14 August 2026, Dato’ Abd Aziz Bin Haji Sheikh Fadzir was redesignated from Executive Chairman to Non-Independent NonExecutive Director and subsequently resigned from the Board with effect from 15 August 2026. On 14 August 2026, Dato’ Seri DiRaja Syed Razlan Ibni Syed Putra was appointed as the Independent Non-Executive Chairman of the Company. During the financial year under review, Encik Ismail Bin Mustaffa served as an Executive Director of the Company and was responsible for overseeing the management and operations of the Group within the authority delegated by the Board. Subsequent to the financial year end, on 14 August 2026, he was redesignated from Executive Director to Non-Independent Non-Executive Director and subsequently resigned from the Board with effect from 15 August 2026. Dato’ Sri Dr. Shahril Bin Mokhtar was appointed as an Executive Director on 4 December 2025 and was subsequently redesignated from Executive Director to Group Managing Director with effect from 6 January 2026. In his capacity as the Group Managing Director, he was responsible for implementing the Group’s strategies, policies and decisions adopted by the Board, as well as overseeing the day-to-day management and operations of the Group. He brought extensive experience in the Group’s business and was responsible for ensuring that the Group’s operations were managed effectively and in the best interests of the Company and its stakeholders. Subsequent to the financial year end, on 21 July 2026, Dato’ Sri Dr. Shahril Bin Mokhtar was redesignated from Group Managing Director to Non-Independent NonExecutive Director. He was subsequently redesignated from Non-Independent Non-Executive Director to Group Managing Director on 14 August 2026. CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE DESTINI BERHAD 84 ANNUAL REPORT 2026
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