Nomination and Remuneration Committee The Nomination and Remuneration Committee (“NRC”) was established comprising exclusively of Independent & NonExecutive Directors. As at the date of this Statement, the present members of the NRC are as follows: Chairman Dato’ Bahudin Bin Mansor (Independent & Non-Executive Director) (Appointed as NRC Chairman on 19 June 2023) Member Encik Syed Jabed Islam (Independent & Non-Executive Director) (Appointed as NRC member on 19 June 2023) 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. 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 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 Dato’ Ahmad Suhaimi Bin Endut as the Non-Independent Non-Executive Director of the Company and his remuneration package to the Board for approval; v) Reviewed and recommended the appointment of Tan Sri Datuk Azhar Bin Azizan @ Harun as the Independent Non-Executive Director and member of NRC and AC and Encik Syed Jabed Islam as the Independent Non-Executive Director and member of RMC of the Company and their remuneration package to the Board for approval; vi) Recommended the resignation of Professor Datin Dr. Suzana Bt Sulaiman @ Mohd Suleiman as the NonIndependent Non-Executive Director and cessation as the member of AC, NRC and RMC of the Company to the Board for approval; vii) Reviewed and recommended the appointment of Dato’ Abd Aziz Bin Haji Sheikh Fadzir as the Independent Non-Executive Director of the Company and his remuneration package to the Board for approval; viii) Reviewed and recommended the re-designation of Dato’ Abd Aziz Bin Haji Sheikh Fadzir from the Independent Non-Executive Director to NonIndependent Non-Executive Director of the Company to the Board for approval; ix) Reviewed and recommended the appointment of Datuk Kabol Bin Surat and Encik Ismail Bin Mustaffa as the Executive Directors and member of RMC of the Company and their remuneration package to the Board for approval; x) Reviewed and recommended the appointment of Dato’ Abd Aziz Bin Haji Sheikh Fadzir and his meeting allowance as a member of the AC and RMC; xi) Recommended the resignation of Dato' Mohd Zahir Bin Zahur Hussain as Managing Director and Group Chief Executive Officer and cessation as the member of RMC of the Company to the Board for approval; xii) Reviewed and recommended the appointment of Puan Farah Nadia Binti Fazaruddin as the Independent Non-Executive Director and member of AC and NRC of the Company and her remuneration package to the Board for approval; GOVERNANCE 59 DESTINI BERHAD ANNUAL REPORT 2024
RkJQdWJsaXNoZXIy NDgzMzc=