The Destini Group Anti-Bribery and Anti-Corruption Policy provides guidance to employees and business partners on preventing and eliminating acts of bribery and corruption in the conduct of the Company’s business and affairs. The Policy is available on the Company’s website at www. destinigroup.com. PART II – BOARD COMPOSITION 4. Board’s objectivity Board Composition and Balance As at the date of this Statement, the Board comprises six (6) members, namely one (1) Independent Non-Executive Chairman, one (1) Group Managing Director and four (4) Independent Non-Executive Directors, following the resignations of Dato’ Abd Aziz Bin Haji Sheikh Fadzir, Dato’ Bahudin Bin Mansor, Puan Norashikin Binti Mat Yusof and Encik Ismail Bin Mustaffa subsequent to the financial year end. This composition is in compliance with Paragraph 15.02 of the Listing Requirements. The profiles of the Board members are set out in this Annual Report. The current composition of the Board provides an effective balance of industry-specific knowledge, broadbased business and commercial experience, as well as independent judgement in matters relating to strategy, operations, resources and business conduct. Tenure of Independent Directors and Policy of Independent Director’s Tenure Currently, the Board does not have a policy prescribing a fixed tenure for Independent Non-Executive Directors. The Board is of the view that serving for more than nine (9) years does not necessarily impair the independence or judgement of an Independent Non-Executive Director. Accordingly, the Board does not consider it appropriate to impose a fixed term limit for Independent Non-Executive Directors at this juncture. Practice 5.3 of the MCCG 2021 recommends that the tenure of an Independent Director should not exceed nine (9) years. Based on its review of the Board’s composition and assessment of the individual Directors, the Board is of the view that the independence of its Independent Non-Executive Directors should not be determined solely or arbitrarily based on their tenure of service. The Board is confident that the current Independent Non-Executive Directors are able to exercise objective and independent judgement in discharging their duties and responsibilities. As at the date of this Statement, none of the Independent Non-Executive Directors of the Company has served for a cumulative period of nine (9) years since their respective appointments. New Candidates for Board Appointment The appointment of new Directors is the responsibility of the Board, after considering the recommendations of the NRC. The Board appoints Directors through a formal and transparent selection process that is consistent with the Company’s Constitution. This process has been reviewed, approved and adopted by the Board. New candidates are considered and evaluated by the NRC, which will then recommend suitable candidates to the Board for approval and appointment. The Company Secretary will ensure that all appointments are properly made and that the relevant legal and regulatory requirements are complied with. In assessing the suitability of candidates, consideration is given to their core competencies, commitment, contribution and performance to ensure an appropriate mix of skills, experience and diversity, including gender diversity. The assessment also takes into account the candidates’ knowledge and understanding of the business, markets and industry in which the Group operates, as well as accounting, financial and legal matters. In general, the process for the appointment of director to the Board is as follows: i) T he 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) T he NRC recommends to the Board for appointment; and v) The Board approves the appointment of the candidates. GOVERNANCE DESTINI BERHAD 87 ANNUAL REPORT 2026
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