GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT 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’ Bahudin Bin Mansor (Independent & Non-Executive Director) Member Encik Syed Jabed Islam (Independent & Non-Executive Director) Puan Norashikin Binti Mat Yusof (Independent and Non-Executive Director) (Appointed as NRC member on 3 January 2025) 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 Puan Norashikin Binti Mat Yusof as the Independent Non-Executive Director and member of AC and NRC of the Company and her remuneration package to the Board for approval; v) Reviewed and recommended the re-designation of Dato’ Abd Aziz Bin Haji Sheikh Fadzir from NonIndependent Non-Executive Chairman to Executive Chairman and his remuneration package to the Board for approval; vi) Reviewed the resignation of Puan Farah Nadia Binti Fazaruddin as the Independent Non-Executive Director and cessation as member of AC and NRC of the Company to the Board for approval. 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 re-election and re-appointment of Directors at the Company’s forthcoming Annual General Meeting, with a view to meeting current and future requirements of the Group. DESTINI BERHAD ANNUAL REPORT 2025 66
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