The roles of the Independent Non-Executive Chairman and the Group Managing Director are clearly defined and separated to ensure a proper balance of power and authority, greater accountability and effective independent decision-making by the Board. The Board believes that having these two roles held by different individuals provides an appropriate system of checks and balances and ensures that no individual Director 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 for ensuring that the Company complies with its Constitution, procedures, policies and applicable regulations. The Company Secretaries regularly update and advise the Board on new statutory and regulatory requirements relating to the Board’s duties and responsibilities. The Board recognises that the Company Secretaries are suitably qualified and capable of carrying out their duties. The Board is satisfied with the services and support provided by the Company Secretaries in discharging their functions. The Company Secretaries attend all Board and Board Committee meetings and ensure that the meetings are properly convened and that accurate and proper records of the proceedings and resolutions passed are maintained accordingly. Board Committees In discharging its fiduciary duties, the Board has delegated specific tasks to the following three (3) Board Committees: a) Audit Committee (“AC”); b) Nomination and Remuneration Committee (“NRC”); and c) Risk Management Committee (“RMC”). Each Board Committee has its own Terms of Reference and is authorised to act on behalf of the Board within the scope of authority set out in its respective Terms of Reference. The Committees are established to enhance the efficiency and effectiveness of the Company’s business and operations. The Chairman of each Committee reports to the Board on the outcome of the Committee meetings for the Board’s consideration and approval, where applicable. The Board retains full responsibility for the overall direction and control of the Company and the Group. The Chairman of the Board is not a member of the AC, NRC or RMC. Access to Information and Advice Unless otherwise agreed, notice of each Board meeting, including the venue, time, date and agenda, together with the relevant Board papers, shall be provided to each Director no later than seven (7) days before the meeting. This is to ensure that the Board receives sufficient notice of the matters to be discussed, together with the relevant supporting information and documentation, in advance of each meeting. Directors are given sufficient time to review the Board papers and seek clarification or further explanation from Management and the Company Secretaries, where necessary. The deliberations of the Board, including the matters discussed and the conclusions reached in discharging its duties and responsibilities, are recorded in the minutes of the meetings by the Company Secretaries. The Board has unrestricted access to all information within the Company to enable the Directors to discharge their duties and responsibilities effectively. The Board is provided, on a timely basis, with relevant information and reports on financial, regulatory and audit matters through Board papers to facilitate informed decision-making and the effective discharge of its duties. In addition, all Directors have direct access to the advice and services of the Company Secretaries, who are responsible for ensuring that proper Board meeting procedures are followed and that applicable rules and regulatory requirements are complied with. External advisers may be invited to attend Board meetings, when required, to provide professional views, advice and explanations on specific matters on the meeting agenda. Senior management from the respective business units may also be invited to participate in Board meetings to provide the Directors with updates on the Group’s business operations, developments and performance. GOVERNANCE DESTINI BERHAD 85 ANNUAL REPORT 2026
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