GOVERNANCE CORPORATE GOVERNANCE OVERVIEW STATEMENT 7. Remuneration of Directors and Senior Management Directors’ Remuneration The NRC is responsible for reviewing the performance of the Executive Directors and recommending to the Board the 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 comparative market rates that commensurate with the level of contribution, experience and participation of each Director. The overriding principle adopted 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 the experience and levels of responsibilities undertaken 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 out-of-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. Details of the Directors’ remuneration paid or payable to all Directors of the Company (both by the Company and the Group) for the financial year ended 30 June 2025 are as follows: * Other emoluments include the meeting allowances and other benefits and allowance payable to the Directors of the Company. Director Company Group Fees (RM) Salaries and * Other emoluments (RM) Fees (RM) Salaries and * Other emoluments (RM) Dato’ Abd Aziz Bin Haji Sheikh Fadzir 17,839 531,364 17,839 531,364 Dato’ Bahudin Bin Mansor 43,000 13,500 43,000 13,500 Encik Syed Jabed Islam 43,000 13,500 43,000 13,500 Puan Norashikin Binti Mat Yusof (Appointed on 3 January 2025) 23,742 3,500 23,742 3,500 Encik Ismail Bin Mustaffa - 336,718 - 336,718 Puan Farah Nadia Binti Fazaruddin (Resigned on 15 October 2024) 10,452 30,548 10,452 30,548 DESTINI BERHAD ANNUAL REPORT 2025 68
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