DESTINI Annual Report 2020

New Candidates for Board Appointment The appointment of new Directors is the responsibility of the full Board after considering the recommendations of the NRC. The Board appoints its members through a formal and transparent selection process which is consistent with Constitution of the Company. This process has been reviewed, approved and adopted by the Board. New appointees will be considered and evaluated by the NRC. The NRCwill then recommend the candidates to be approved and appointed by the Board. The Company Secretary will ensure that all appointments are properly made, and that legal and regulatory obligations are met. In assessing suitability of candidates, consideration will be given to the core competencies, commitment, contribution and performance of the candidates to ensure that there is a range of skills, experience and diversity (including gender diversity) represented in addition to an understanding of the Business, the Markets and the Industry in which the Group operates and the accounting, finance 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. 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. Corporate Governance Overview Statement As at latest practicabledateof this Annual Report, therewere three (3) new appointment of directors as recommended by the NRC, which are Dato’ Mohd Zahir Bin Zahur Hussain as an Independent & Non-Executive Director, Encik Syaiful Hafiz Bin Moamat Mastam as Non-Independent & Non-Executive Director and Puan Norzilah Binti Mohammed who was re- designated from Group Deputy Chief Executive Officer to an Executive Director. Boardroom Diversity The Board acknowledges the importance of boardroom diversity and is supportive of the recommendation of MCCG to the establishment of boardroom and workforce gender diversity policy. The Board’s aim is to have a broad range of approaches, backgrounds, skills and experience represented on the Board and tomake appointments onmerit, and against objective criteria, with due regard given to the benefits of diversity on the Board, including gender, age and ethnicity. The Board recognises diversity in the boardroom as an essential component of a good corporate governance. Currently, our Board members comprise of two (2) female directors. In line with the country’s aspirational target of 30% representation of women on boards, the Board may consider appointing more females onto the Board in future to bring about a more diverse perspective. The Company has formalised a Boardroom Diversity Policy and such policy is published on the Company’s website. 59 ANNUAL REPORT 2020 DESTINI BERHAD