DESTINI Annual Report 2019

During the financial year under review, the Directors was updated on recent developments in the areas of statutory and regulatory requirements from the briefing by the External Auditors, the Internal Auditors and the Company Secretaries during the Committee and/or Board meetings and suitable training and education programmes were identified for their participation from time to time. Nomination and Remuneration Committee The Nomination and Remuneration Committee (“NRC”) was established comprising exclusively of Independent & Non- Executive Directors. As at the date of this Statement, the present members of the NRC are as follows: Chairman Tan Sri Dato’ Sri Rodzali Bin Daud (Independent & Non-Executive Chairman) Member Dato’ Che Sulaiman Bin Shapie (Independent & Non-Executive Director) Past Member Mohd Noor Bin Hussen (Independent & Non-Executive Director) (Appointed on 3 January 2020 and Resigned on 10 April 2020) Dato’ Megat Fairouz Junaidi Bin Tan Sri Megat Junid (Independent & Non-Executive Director) (Resigned on 1 May 2019) 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 and as frequently as may be required and the quorum for a meeting of the NRC shall consist of not less than two (2) members, majority of members present must be Independent & Non-Executive Directors. 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 Constitution; iii) Reviewed and recommended the payment of Directors’ fees and other benefits payable to the Directors; iv) Reviewed and recommended the appointment of Puan Norzilah Mohammed as Group Deputy Chief Executive Officer and Chong Eu Jin as Group Chief Operating Officer; and v) Reviewed and recommended the remuneration package of Puan Norzilah Mohammed as Group Deputy Chief Executive Officer and Chong Eu Jin as Group Chief Operating Officer. Option Committee The Option Committee was established on 27 February 2014 comprising the following members: Chairman Dato’ Rozabil @ Rozamujib Bin Abdul Rahman (President & Group Chief Executive Officer ) Members Mohd Shihabuddin Bin Mukhtar (Non-Independent & Non-Executive Director) Dato’ Che Sulaiman Bin Shapie (Independent & Non-Executive Director) Past Member Dato’ Megat Fairouz Junaidi Bin Tan Sri Megat Junid (Independent & Non-Executive Director) (Resigned on 1 May 2019) The functions of the Option Committee are to administer the implementation of the Employee Share Option Scheme (“ESOS”) in accordance with the objectives and regulations set out in the By-Laws, make rules and regulations or impose such terms and conditions in such manner as it deems fit and with such powers and duties as are conferred upon it by the Board. The ESOS approved by the shareholders of the Company at the Extraordinary General Meeting held on 10 February 2014, is the only share option issuance scheme in existence during the financial year. 05 GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT DESTINI BERHAD 068