Factors considered by the NRC when recommending a person for appointment as a director include: i) Skills, knowledge, expertise and experience; ii) Professionalism and Integrity; iii) T he merits and time commitment required for a Non-Executive Director to effectively discharge his or her duties to the Company; iv) T he outside commitments of a candidate to be appointed or elected as a Non-Executive Director and the need for that person to acknowledge that they have sufficient time to effectively discharge their duties; and v) T he extent to which the appointee is likely to work constructively with the existing directors and contribute to the overall effectiveness of the Board. During the financial year under review, three (3) new Directors were appointed following recommendations by the NRC. Dato’ Sri Dr. Shahril Bin Mokhtar was appointed as an Executive Director on 4 December 2025 and subsequently redesignated from Executive Director to Group Managing Director with effect from 6 January 2026. YDM Dato’ Syed Haizam Hishamuddin Putra Jamalullail and Datuk Wilfred Yong Chen Leong were appointed as Independent NonExecutive Directors on 4 December 2025. On 21 July 2026, Dato’ Sri Dr. Shahril Bin Mokhtar was redesignated from Group Managing Director to Non-Independent Non-Executive Director and subsequently redesignated from Non-Independent Non-Executive Director to Group Managing Director on 14 August 2026. Subsequent to the financial year end, three (3) additional Directors were appointed to the Board. On 14 August 2026, Dato’ Seri DiRaja Syed Razlan Ibni Syed Putra was appointed as the Independent Non-Executive Chairman, while Datuk Mua’amar Ghadafi Jamal Bin Datuk Wira Jamaludin was appointed as an Independent Non-Executive Director. Ms. Chua Pooi Ngee was appointed as a Director on 27 October 2026 upon the recommendation of the NRC. Boardroom Diversity The Board acknowledges the importance of boardroom diversity and supports the recommendation under the MCCG 2021 for the establishment of a boardroom and workforce gender diversity policy. The Board aims to have a broad range of perspectives, backgrounds, skills and experience represented on the Board and to make appointments based on merit and objective criteria, with due consideration given to the benefits of diversity, including gender, age and ethnicity. The Board recognises that diversity in the boardroom is an essential component of good corporate governance. The Board is supportive of gender diversity and currently the Board comprises one (1) female Director, which represents 20% of the entire Board members. The Board, through the NRC, will continue to consider gender diversity as part of its criteria in the selection of future Directors and will seek to increase female representation on the Board in the future. The Board believes that the appointment of Directors should also be based on the candidates’ competency, character, integrity, experience and commitment of time, taking into consideration the needs and requirements of the Company, as the case may be. CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE DESTINI BERHAD 88 ANNUAL REPORT 2026
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