Re-election of Directors The procedure on the re-election of directors by rotation is set out in the Company’s Constitution. An election of Directors shall take place each year at the AGM of 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 their appointment. At the forthcoming 22nd AGM, the following Directors, who were appointed by the Board subsequent to the 21st AGM, are due to retire pursuant to Clause 125 of the Constitution of the Company and, being eligible, have offered themselves for re-election: • Dato’ Sri Dr. Shahril Bin Mokhtar • YDM Dato’ Syed Haizam Hishamuddin Putra Jamalullail • Datuk Wilfred Yong Chen Leong • Dato’ Seri DiRaja Syed Razlan Ibni Syed Putra • D atuk Mua’amar Ghadafi Jamal Bin Datuk Wira Jamaludin • Ms. Chua Pooi Ngee Upon review, the NRC was satisfied with the performance of the Directors who are due to retire and recommended their re-election to the Board for approval. The Board has in turn, recommended the same to be considered by the shareholders at the forthcoming 22nd AGM of the Company. 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 YDM Dato’ Syed Haizam Hishamuddin Putra Jamalullail (Appointed on 14 August 2026) (Independent Non-Executive Director) Members Datuk Wilfred Yong Chen Leong (Appointed on 10 February 2026) (Independent Non-Executive Director) Datuk Mua’amar Ghadafi Jamal Bin Datuk Wira Jamaludin (Appointed on 14 August 2026) (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 Director/Group Managing Director and recommending to the Board the appropriate remuneration package in line with his contributions and performance during the financial year. The remuneration of the Executive Director/Group Managing Director is determined fairly, taking into consideration his performance and the overall profitability of the Group. The remuneration of Directors is determined at the discretion of the Board, taking into consideration prevailing market rates commensurate with the level of contribution, experience and participation of the respective Directors. The overriding principle adopted by the NRC in determining the remuneration package of the Executive Director/ Group Managing Director is to ensure that the Company is able to attract and retain Directors with the calibre, experience and capabilities required to lead and manage the Group successfully. GOVERNANCE DESTINI BERHAD 93 ANNUAL REPORT 2026
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