DESTINI AR 2017

The roles of the Chairman and the President and Group Chief Executive Officer are clearly defined and segregated, to ensure appropriate balance of power and authority, increased accountability and enhanced capacity of the Board for independent decision- making. The Chairman are not related to the President and Group Chief Executive Officer and are responsible in leading the Board in the oversight and supervision of the Group’s management; whilst the President and Group Chief Executive Officer is responsible for the day-to-day operations of the Group, making strategic business decision and implementing the Board’s policies and decisions. Independent Chairman During the financial year under review, the Board is chaired by an Independent & Non-Executive Director and more than one-third (1/3) of the Board consists of Independent & Non-Executive Directors. The Chairman being an Independent & Non-Executive Director, is not involved in the day-to-day management of the Group’s business and has no relationship that could materially interfere with his judgment. The Board therefore believes that balance of power and authority exists within its current structure to sufficiently enable it to discharge its duties objectively. DIRECTORS’ REMUNERATION The NRC is responsible for reviewing the performance of the Executive Directors and recommending to the Board the remuneration package in line with the contributions made by them for the year. The remunerations of the Executive Directors were determined fairly based on the performance and the profitability of the Group as a whole. The Directors’ remuneration is at the discretion of the Board, taking into account the comparative market rates that commensurate with the level of contribution, experience and participation of each Director. The overriding principle adopted in setting the remuneration packages for the Executive Directors by the NRC is to ensure that the Company attracts and retains the appropriate Directors of the calibre needed to run the Group successfully. The determination of the remuneration for Non-Executive Directors is a matter of the Board as a whole. The level of remuneration for Non-Executive Directors reflects the amount paid by other comparable organisations, adjusted for the experience and levels of responsibilities undertaken by the particular Non-Executive Directors concerned. The remuneration package of Non-Executive Directors will be a matter to be deliberated by the Board, with the Director concerned abstaining from deliberations and voting on deliberations in respect of his individual remuneration. In addition, the Company also reimburses reasonable out-of-pocket expenses incurred by all the Non-Executive Directors in the course of their duties as Directors of the Company. The aggregate annual Directors’ fees and other benefits payable are to be approved by the shareholders at the Annual General Meeting based on recommendations of the Board. 59 DESTINI BERHAD Annual Report 2017