CORPORATE GOVERNANCE OVERVIEW STATEMENT 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) R eviewed and recommended the re-election of Directors at the forthcoming Annual General Meeting 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 Dato’ Sri Dr. Shahril Bin Mokhtar as the Executive Director, YDM Dato’ Syed Haizam Hishamuddin Putra Jamalullail as Independent Non-Executive Director and Datuk Wilfred Yong Chen Leong as Independent NonExecutive Director to the Board for approval; v) R eviewed and recommended the re-designation of Dato’ Sri Dr. Shahril Bin Mokhtar from Executive Director to Group Managing Director and his remuneration package to the Board for approval; and vi) R eviewed and recommended the appointment of Encik Farisan Bin Moktar @ Mokhtar as Group Chief Financial Officer of the Company and his remuneration package to the Board for approval. 5. Overall Board Effectiveness Evaluation for Board, Board Committees and Individual Directors The Nomination and Remuneration Committee (“NRC”) conducts an annual assessment of the performance of the Board as a whole, the Board Committees and individual Directors. Based on the results of the assessment, including the mix of skills and experience possessed by the Directors, the Board considers and approves the NRC’s recommendations on the re-election and re-appointment of Directors at the Company’s forthcoming Annual General Meeting, with a view to meeting the current and future requirements of the Group. The performance of the individual Directors and members of the Board Committees is evaluated based on criteria set out in a set of questionnaires, including their contribution to Board and Committee discussions, integrity, competency and time commitment in discharging their respective duties and responsibilities. The independence of the Independent Directors is assessed based on their relationship with the Group, their involvement in any significant transactions with the Group, their ability to exercise independent judgement at all times, and 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 conducted are properly documented, and the proceedings and deliberations of the NRC are recorded by the Company Secretary. The results of the assessments, together with the comments provided by the Directors, are summarised and deliberated upon at the NRC meeting and subsequently reported to the Board for its consideration and deliberation. Based on the assessment conducted for FYE 2026, the Board and the NRC were satisfied with the current size and composition of the Board and Board Committees, as well as the mix of qualifications, skills and experience among the Directors. The Board and the NRC were also satisfied with the level of independence demonstrated by all Independent Directors, each of whom continues to fulfil the definition of independence as set out in the Listing Requirements. GOVERNANCE DESTINI BERHAD 92 ANNUAL REPORT 2026
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