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: 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. Destini is required to fill the vacancy within 3 months, i.e., before 1 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. 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 outof-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. Corporate Governance Overview Statement GOVERNANCE 66 DESTINI BERHAD ANNUAL REPORT 2022
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