Save as disclosed above, other Directors of the Company were not able to select any suitable training programmes to attend during the financial year due to their busy work schedule. However, they have constantly been updated with relevant reading materials and technical updates, which will enhance their knowledge and equip them with the necessary skills to effectively discharge their duties as Directors of the Company. 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 Dato’ Che Sulaiman Bin Shapie (Independent & Non-Executive Director) (Appointed on 15 November 2021) Member Professor Datin Dr Suzana Binti Sulaiman @Mohd Suleiman (Independent & Non-Executive Director) (Appointed on 15 November 2021) Dato’ Mohd Zahir Bin Zahur Hussain (Independent & Non-Executive Director) 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 theDirectors 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. During the financial year under review, the summary of activities undertaken by the NRC included the following: i) Reviewed the effectiveness of the Board, as awhole, 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 recommend the continuation office for Independent Non-Executive Directors, namely Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman and Dato’ Che Sulaiman Bin Shapie at the forthcoming Annual General Meeting pursuant to the recommendation of MCCG; v) Recommended the resignation of Encik Mohd Shihabuddin Bin Mukhtar as the Non- Independent and Non-Executive Director of the Company and a member of Option Committee to the Board for acceptance; vi) Reviewed and recommended the appointment of Encik Syaiful Hafiz Bin Moamat Mastam as the NonIndependent Non-Executive Director; vii) Reviewed and recommended the Directors’ Fees and Meeting Allowance Package for Encik Syaiful Hafiz Bin Moamat Mastam Hussain as the NonIndependent Non-Executive Director; viii) Recommended the resignation of Encik Ismail bin Mustaffa as an Executive Director of the Company in view of his re-designation designation to head the marine division in Singapore to the Board for acceptance; 61 ANNUAL REPORT 2021 • DESTINI BERHAD
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