CORPORATE GOVERNANCE OVERVIEW STATEMENT ix) Reviewed and recommended the re-designation of Puan Norzilah Binti Mohammed from Group Deputy Chief Executive Officer to an Executive Director of the Company and appointment as a Chief Executive Officer of Destini Oil Services Sdn. Bhd.; x) Reviewed and recommended the re-designation of Dato’ Rozabil @ Rozamujib Bin Abdul Rahman from President and Group Chief Executive Officer to an Executive Chairman of the Company to the Board for approval; xi) Reviewed and recommended the appointment of Muhayuddin bin Musa as the Group Chief Executive Officer and his remuneration package to the Board for approval. Option Committee The Option Committee was established on 27 February 2014 comprising the following members: Chairman Dato’ Rozabil @ Rozamujib Bin Abdul Rahman (Executive Chairman) Members Syaiful Hafiz Bin Moamat Mastam (Non-Independent & Non-Executive Director) (Appointed on 26 March 2021) Dato’ Che Sulaiman Bin Shapie (Independent & Non-Executive Director) The functions of the Option Committee is 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 theonly shareoption issuancescheme inexistence during the financial year. 5. Overall Board Effectiveness Evaluation for Board, Board Committees and Individual Directors The NRC would conduct an assessment of the performance of the Board, as a whole, Board Committees and individual Directors, based on an annual assessment. From the results of the assessment, including the mix of skills and experience possessed by Directors, the Board will consider and approve the recommendations on the reelection and re-appointment of Directors at theCompany’s forthcoming Annual General Meeting, with a view to meeting current and future requirements of the Group. The criteria used by theNRC in evaluating the performance of individual, including contribution to interaction, integrity, competency and time commitment of the members of the Board and Board Committees in discharging their duties, are in a set of questionnaires. The independence of Independent Directors is assessed based on their relationship with the Group and their involvement in any significant transactions with the Group including their ability to exercise independent judgement at all times and based on the criteria set out in the Listing Requirements. The Board did not engage any external party to undertake an independent assessment of the Directors. All assessments and evaluations carried out will be documented and minuted by the Company Secretary. The results of all assessment and comments by Directors are summarised and deliberated at the NRC meeting and thereafter reported to the Board for deliberation. Based on the assessment conducted for the financial year 2021, theBoardandtheNRCweresatisfiedwiththecurrent size, composition as well as the mix of qualifications, skills and experience among the Board and Board Committees members and the level of independence demonstrated by all the Independent Directors and each of them continues to fulfil the definition of independence as set out in the Listing Requirements. Re-election of Directors The procedure on the re-election of directors by rotation is set out in the Company’s Constitution. An election of Directors shall take place each year at the AGM of the Company, where one-third (1/3) of the Directors for the 62 DESTINI BERHAD • ANNUAL REPORT 2021
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