DESTINI Annual Report 2020

Saved 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 themwith the necessary skills to effectively discharge their duties as Directors of the Company. During the financial year under review, the Directors was updatedon 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 Tan Sri Dato’ Sri Rodzali Bin Daud (Independent & Non-Executive Chairman) Member Dato’ Che Sulaiman Bin Shapie (Independent & Non-Executive Director) Dato’ Mohd Zahir Bin Zahur Hussain (appointed on 8 October 2020) (Independent & Non-Executive Director) 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. The summary of activities undertaken by the NRC during the financial year 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) R eviewed and recommended the re-election of Directors at the forthcomingAnnual GeneralMeeting in accordance with the Company’s Constitution; iii) R eviewed and recommended the payment of Directors’ fees and other benefits payable to the Directors; iv) R eviewed and recommended the appointment of En Shamsuddin bin Hoosian as the Group Chief Internal Auditor; and v) R eviewed and recommended the remuneration package En Shamsuddin bin Hoosian as the Group Chief Internal Auditor. Option Committee The Option Committee was established on 27 February 2014, as at the date of this Statement, the present members of the Option Committee are as follows: Chairman Dato’ Rozabil @ Rozamujib Bin Abdul Rahman (President & Group Chief Executive Officer) Members Syaiful Hafiz Bin Moamat Mastam (appointed on 26 March 2021) (Non-Independent & Non-Executive Director) Dato’ Che Sulaiman Bin Shapie (Independent & Non-Executive Director) The functions of the Option Committee are to administer the implementation of the Employee Share Option Scheme (“ESOS”) in accordance with the objectives and regulations set out in the By-Laws, make rules and regulations or impose such terms and conditions in such manner as it deems fit and with such powers and duties as are conferred upon it by the Board. The ESOS approved by the shareholders of the Company at the Extraordinary General Meeting held on 10 February 2014, is the only share option issuance scheme in existence during the financial year. Corporate Governance Overview Statement 62 ANNUAL REPORT 2020 DESTINI BERHAD