DESTINI Annual Report 2020

5. Overall Board Effectiveness Evaluation for Board, Board Committees and Individual Directors The NRC would conduct an assessment of the performance of the Board, as a whole, Board Committees and individual Directors, based on an annual assessment. From the results of the assessment, including the mix of skills and experience possessed by Directors, the Board will consider and approve the recommendations on the re-election and re-appointment of Directors at the Company’s forthcoming Annual General Meeting, with a view to meeting current and future requirements of the Group. 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 theGroup including their ability toexercise independent judgment 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 2020, 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 Theprocedureon the re-electionof directors by rotation is set out in the Company’s Constitution. An election of Directors shall take place each year at the AGMof 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 re-election. Any Director appointed during the year is required to retire and seek re-election by shareholders at the next AGM following his appointment. Upon the recommendation of the NRC and the Board, the Directors who are standing for re-election and re- appointment at the forthcoming AGM of the Company to be held in 2021 are as stated in the Notice of AGM. 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 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 . 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. Corporate Governance Overview Statement 63 ANNUAL REPORT 2020 DESTINI BERHAD