DESTINI Annual Report 2020

The main objectives of the policy are: i) B e 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 give information on non-compliances to the Code of Conduct and Ethics, or any misconduct regardless of his or her position, to an independent party to investigate the allegations and take the appropriate actions; and iii) T o uphold the moral duty being a Company by protecting the interest 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: Attention : Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman Designation : Audit Committee Chairperson / Independent & Non-Executive Director Email : suzana.sulaiman@destinigroup.com Destini Group Anti-Bribery and Anti-Corruption Policy On 19 June 2020, the Company has adopted the “Destini Group Anti-Bribery and Anti-Corruption Policy” that sets out the Company’s principles and stance and adequate procedures against bribery and corruption activities in the conduct of its business. The Destini Group Anti-Bribery and Anti-Corruption Policy provide guidance to the employees and business partners towards eliminating acts of bribery and corruption in the conduct of the Company’s business and affairs and such policy is published on the Company’s website. PART II–BOARD COMPOSITION 4. Board’s objectivity Board Composition and Balance Our Board consists of eight (8) members, which comprises of an Independent & Non-Executive Chairman, a President & Group Chief Executive Officer, two (2) Executive Directors, one (1) Non-Independent & Non-Executive Director and three (3) Independent & Non-Executive Directors in compliance with the Paragraph 15.02 of the Listing Requirements. The Profile of the Board members are set out in this Annual Report. The current composition of the Board provides an effective Board with a mix of industry specific knowledge, broad based business and commercial experience together with independent judgement on matters of strategy, operations, resources and business conduct. The Board has identified Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman as a representative of other members of the Board to share any concerns of Directors to the President & Group Chief Executive Officer on any issues of the Group and perform as the alternative contact person for shareholder communication. Tenure of Independent Directors and Policy of Independent Director’s Tenure The tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, an independent director may continue to serve on the Board subject to the directors’ re-designation as a non-independent director. For the Board to justify and seek shareholders’ approval for retaining a person who has served in that capacity for more than nine (9) years, as an independent director, the NRC and Board must conduct a rigorous review to determine whether the Director is independent in character and judgment, taking into account the need for progressive refreshing of the Board. However, as recommended by the MCCG, upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. In the event the Board intends to retain such Director as Independent Director after the latter has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval at a general meeting, normally the AGM of the Company. If the Board continues to retain the Independent Director after the twelfth (12th) year, the Board will seek annual shareholders’ approval through a two-tier voting process. Currently, the Board does not have a policy on the tenure for Independent Directors as the Board is of the view that a term of more than nine (9) years may not necessarily impair independence and judgement of an Independent Director and therefore the Board does not deem it appropriate to impose a fixed term limit for Independent Directors at this juncture. As at the date of this statement, none of the independent directors had served the Company for more than nine (9) years. Corporate Governance Overview Statement 58 ANNUAL REPORT 2020 DESTINI BERHAD