GOVERNANCE The criteria used by the NRC 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 2025, the Board and the NRC were satisfied with the current 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 time being, or, if their number is not three (3) or a multiple 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 reelection. Any Director appointed during the year is required to retire and seek re-election by shareholders at the next AGM following their appointment. At the forthcoming 21st AGM, Puan Norashikin Binti Mat Yusof and Dato' Bahudin Bin Mansor 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 21st 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’ 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. DESTINI BERHAD ANNUAL REPORT 2025 67
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