Save as disclosed above, other Directors of the Company were not able to select any suitable training programmes to attend during the financial year due to their busy work schedule. However, they have constantly been updated with relevant reading materials and technical updates, which will enhance their knowledge and equip them with the necessary skills to effectively discharge their duties as Directors of the Company. 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 Non-Executive Directors. As at the date of this Statement, the present members of the NRC are as follows: Members Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman (Non-Independent and Non-Executive Director) Dr Nurwahida Binti Mohd Yaakub (Independent & Non-Executive Director) (Appointed on 20 October 2022) Subsequent to the re-designation of Dato’ Mohd Zahir Bin Zahur Hussain from Independent & Non-Executive Director to Managing Director and Group Chief Executive Officer, he ceases to be Chairman of NRC on 1 March 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) R eviewed 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 Dr. Nurwahida Binti Mohd Yaakub as an Independent Non-Executive Director of the Company and her remuneration package to the Board for approval; v) R eviewed and recommended the re-designation Professor Datin Dr Suzana Binti Sulaiman @ Mohd Suleiman and Dato’ Che Sulaiman Bin Shapie from the Independent Non-Executive Directors to NonIndependent Non-Executive Directors; vi) Recommended the resignation of Dato’ Rozabil @ Rozamujib Bin Abdul Rahman as Executive Chairman and recommended the re-designation of Encik Abdul Rahman Bin Mohamed Rejab as the Executive Chairman of the Company and his remuneration package to the Board for approval; and vii Reviewed and recommended the re-designation of Dato’ Mohd Zahir Bin Zahur Hussain from Independent Non-Executive Director to Managing Director and Group Chief Executive Officer and his remuneration package to the Board for approval. Corporate Governance Overview Statement GOVERNANCE 64 DESTINI BERHAD ANNUAL REPORT 2022
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