DESTINI Annual Report 2018

NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee (“NRC”) was established comprising exclusively of Independent & Non- Executive Directors. The present members of the NRC are: Chairman Tan Sri Dato’ Sri Rodzali Daud Members Dato’ Megat Fairouz Junaidi Tan Sri Megat Junid Dato’ Che Sulaiman Shapie The NRC meets when required and is entrusted, among others, with assessing the balance composition of Board members, nominate the proposed Board member by looking into his skills and expertise for contribution to the Company on an ongoing basis, reviewing the performance of the Directors and examining the remuneration packages and other benefits of the Directors. The Terms of Reference of the NRC can be viewed at the Company’s website at www.destinigroup.com. The NRC shall meet at least once a year unless otherwise determine by the NRC. The quorum for meeting and/or for the sanction and endorsement of approvals in writing shall be at least two (2) members, of which at least one (1) shall be an independent director. The summary of activities undertaken by the NRC during the financial year included the following : i) Reviewed the effectiveness of the Board, as a whole, Board Committees and individual Directors and make appropriate recommendation to the Board; ii) Reviewed and recommended the re-election of Directors at the forthcoming Annual General Meeting in accordance with the Company’s Articles of Association; iii) Reviewed and recommended the payment of Directors’ fees and other benefits payable to the Directors; iv) Reviewed and recommended the appointment of Mohd Shihabuddin Mukhtar as Non-Independent Non-Executive Director; and v) Reviewed and recommended the remuneration package of Mohd Shihabuddin Mukhtar as Non-Independent Non- Executive Director. Criteria for Recruitment The appointment of new Directors is the responsibility of the full Board after considering the recommendations of the NRC. As a whole, the Company maintains a very lean number of Board members. The Board appoints its members through a formal and transparent selection process which is consistent with Articles of Association/ 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 NRC will then recommend the candidates to be approved and appointed by the Board. The Company Secretaries will ensure that all appointments are properly made, and that legal and regulatory obligations are met. Generally, the Board adopts a flexible approach when selecting and appointing new directors depending upon the circumstances and timing of the appointment. The NRC will help assess and recommend to the Board, the candidature of directors, appointment of directors to board committees, review of Board’s succession plans and training programmes for the Board. DESTINI BERHAD ANNUAL REPORT 2018 69