The Chairman of the Board Committees, namely the Audit Committee, Risk Management Committee and Nomination and Remuneration Committee, brief the Board on the matters discussed and decisions made at their respective Committee meetings. Where necessary, Directors may, either collectively as a Board or individually, seek independent professional advice, including from the internal and external auditors, at the Company’s expense to assist them in discharging their duties and responsibilities and to enable them to make informed decisions on matters under deliberation. Such advice is subject to the approval of the Chairman of the Board and, where applicable, the fees involved. The proceedings of Board meetings and the relevant resolutions passed are duly recorded by the Company Secretaries and properly documented and maintained in the Minutes Book kept at the Company Secretaries’ office. 2. Demarcation of Responsibilities Board Charter As part of its governance framework, the Board has formalised and adopted a Board Charter. The Board Charter sets out the composition and balance of the Board, as well as the roles and responsibilities, operations and processes of the Board. It also ensures that all Board members acting on behalf of the Company are aware of their duties and responsibilities. The Board reviews the Board Charter from time to time to ensure that it remains consistent with the Board’s objectives, applicable laws and current practices. The Board Charter is available on the Company’s website at www.destinigroup.com. 3. Good Business Conduct and Corporate Culture Code of Conduct and Ethics The Board is committed to maintaining a corporate culture that promotes ethical conduct. The Board has formalised and adopted a Code of Conduct and Ethics, which sets out the principles and standards of conduct expected of the Directors and employees of the Company. The Code also provides guidance on matters that require due consideration in the course of daily activities to minimise potential risks to the Company. The Code of Conduct and Ethics provides guidance to Directors on ethical and behavioural considerations when carrying out their duties and responsibilities during their tenure. The Board will review the Code of Conduct and Ethics from time to time to ensure that it remains relevant and appropriate. The details of the Code of Conduct and Ethics are available on the Company’s website at www. destinigroup.com. Whistle-blowing Policy The Board has established a Whistle-blowing Policy that provides an avenue and mechanism for all employees of the Group and members of the public to raise genuine concerns regarding any suspected breach of business conduct, misconduct or malpractice that may affect the interests of the Group. The main objectives of the Policy are to: i) T o be committed to the Company’s business ethics of honesty, integrity and transparency; ii) T o provide a transparent and confidential process for all parties to report any non-compliance with the Code of Conduct and Ethics or any misconduct, regardless of the position of the person involved, to an independent party for investigation and appropriate action; and iii) T o uphold the Company’s moral responsibility by protecting the interests of all its stakeholders. The details of the Whistle-blowing Policy are available for reference at the Company’s website at www.destinigroup. com. Stakeholders, who have suspected fraud, misconduct or any integrity concerns, are encouraged to fill up a Whistle Blowing Report Form and email to Chairman/Chairperson of Audit Committee at whistleblowing@destinigroup.com. Destini Group Anti-Bribery and Anti-Corruption Policy On 19 June 2020, the Company adopted the “Destini Group Anti-Bribery and Anti-Corruption Policy”, which sets out the Company’s principles, stance and adequate procedures to prevent bribery and corruption in the conduct of its business. CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE DESTINI BERHAD 86 ANNUAL REPORT 2026
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