DESTINI Annual Report 2020

Remuneration of Senior Management The aggregate remuneration paid to the Senior Management of the Group during the financial year ended 31 December 2020 analysed into bands of RM50,000 are as follows: Details of total remuneration received by the senior management are not disclosed in this report as the Board is of the view that the above remuneration disclosure by band satisfies the accountability and transparency aspects of the MCCG. The Board ensures that the remuneration of the Senior Management commensurate with their individual performances and level of responsibility as well as the demands, complexities and performance of the Company, with due consideration to attract, retain and motivating the Senior Management. PRINCIPLEB:EFFECTIVEAUDITANDRISKMANAGEMENT PART I–AUDIT COMMITTEE 8. Audit Committee The Audit Committee is relied upon by the Board to amongst others, provide advice in the areas of financial reporting, external audit, internal control environment and internal audit process, review of related party transactions as well as conflict of interest situation. The Audit Committee also undertakes to provide oversight on the risk management framework of the Group. Chairperson of Audit Committee Professor Datin Dr Suzana Binti Sulaiman@Mohd. Suleiman, who is an Independent & Non-Executive Director, is the Chairperson of the Audit Committee. She is a member of Malaysian Institute of Accountants. The Chairperson of Audit Committee is not the Chairman of the Board as complied with the Practice 8.1 of the MCCG which stipulates that the Chairman of the Audit Committee is not the Chairman of the Board. Composition of the Audit Committee As at the date of this Statement, the present members of the Audit Committee are as follows: Chairperson Professor Datin Dr Suzana Binti Sulaiman @Mohd. Suleiman (Independent & Non-Executive Director) 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) Further details of the Composition of the Audit Committee, terms of reference and summary of activities of the Audit Committee are set out in the Audit Committee Report in this Annual Report. Independence of the Audit Committee TheCompany recognisedtheneedtouphold independenceof its external auditors and that no possible conflict of interest whatsoever should arise. Currently, none of the members of the Board nor the Audit Committee of the Company were former key audit partners of the external auditors appointed by the Group. The Company will observe a cooling-off period of at least two (2) years in the event any potential candidate to be appointed as a member of the Audit Committee was a key audit partner of the external auditors of the Group. Assessment of Suitability and Independence of External Auditors The Company has established a transparent arrangement with the External Auditors to meet their professional requirements. From time to time, the External Auditors highlight to the Audit Committee and Board of Directors on matters that require the Board’s attention. The Audit Committee is responsible for reviewing the audit, recurring audit-related and non-audit services provided by the External Auditors. The Audit Committee has been explicitly accorded the power to communicate directly with both the External Auditors and Internal Auditors. The terms of engagement for services provided by the External Auditors are reviewed by the Audit Committee prior to submission to the Board for approval. The effectiveness and performance of the External Auditors are reviewed annually by the Audit Committee. Corporate Governance Overview Statement Range of Remuneration Number of Senior Management RM100,001 to RM150,000 6 RM150,001 to RM200,000 0 RM200,001 to RM250,000 3 RM250,001 to RM300,000 2 RM300,001 to RM350,000 1 RM350,001 to RM400,000 1 RM400,001 to RM450,000 2 65 ANNUAL REPORT 2020 DESTINI BERHAD