time being, or, if their number is not three (3) or amultiple of three (3), then the number nearest to one-third shall retire from office and be eligible for re-election. All Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election. The Directors to retire shall be the Directors who have been serving in office for the longest duration since their appointment or last re-election. Any Director appointed during the year is required to retire and seek re-election by shareholders at the next AGM following his appointment. At the forthcoming 18th AGM, Dato’ Rozabil @ Rozamujib Bin Abdul Rahman and Dato’ Che Sulaiman Bin Shapie are due for retirement by rotation and being eligible, have offered themselves for re-election. Upon review, the NRC was satisfied with the performance of the abovementioned Directors and recommended their re-election to the Board for approval. The Board has in turn, recommended the same to be considered by the shareholders at the forthcoming 18th AGM of the Company. PART III – REMUNERATION 6. Level and Composition of Remuneration 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 (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. 7. Remuneration of Directors and Senior Management Directors’ Remuneration The NRC is responsible for reviewing the performance of theExecutiveDirectorsandrecommendingtotheBoardthe 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 comparativemarket rates that commensurate with the level of contribution, experience and participation of eachDirector. Theoverridingprincipleadopted 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. The determination of the remuneration for Non-Executive Directors is a matter of the Board as a whole. The level of remuneration for Non-Executive Directors reflects the amount paid by other comparable organisations, adjusted for theexperienceand levelsof responsibilitiesundertaken 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 outof-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 AGM based on recommendations of the Board. 63 ANNUAL REPORT 2021 • DESTINI BERHAD
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