DESTINI Annual Report 2018

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 are 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. Thedeterminationof the remuneration forNon-ExecutiveDirectors isamatter of theBoardasawhole. 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. Details of the Directors’ remuneration paid or payable to all Directors of the Company (both by the Company and the Group) for the financial year ended 31 December 2018 are as follows: Director Company Group Fees (RM) Salaries and * Other emoluments (RM) Fees (RM) Salaries and * Other emoluments (RM) Tan Sri Dato’ Sri Rodzali Daud 180,000 20,000 180,000 20,000 Dato’ Rozabil @ Rozamujib Abdul Rahman Nil 1,176,800 Nil 1,176,800 Dato’ Sri Dr Mohmad Isa Hussain 47,742 8,000 47,742 8,000 Dato’ Megat Fairouz Junaidi Tan Sri Megat Junid 60,000 19,000 60,000 19,000 Dato’ Abd Aziz Sheikh Fadzir Nil 4,000 Nil 4,000 Dato’ Che Sulaiman Shapie 120,000 16,500 120,000 16,500 Prof Datin Dr Suzana Sulaiman @ Mohd Suleiman 60,000 15,500 60,000 15,500 Abdul Rahman Mohamed Rejab Nil 303,200 Nil 303,200 Ismail Mustaffa Nil 521,600 Nil 521,600 Mohd Shihabuddin Mukhtar 12,258 Nil 12,258 Nil Total 480,000 2,084,600 480,000 2,084,600 * Other emoluments include themeeting allowance and other benefits and allowance payable to the Directors’ of the Company. STATEMENT ON CORPORATE GOVERNANCE DESTINI BERHAD ANNUAL REPORT 2018 72