116 WE ARE KENANGA LEADERSHIP MESSAGE VALUE CREATION MODEL KENANGA INVESTMENT BANK BERHAD ANNUAL REPORT 2023 AUDIT COMMITTEE REPORT 1. COMPOSITION 2. AC MEETINGS HELD DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2023 ENCIK JEREMY NASRULHAQ Chairman, Senior Independent Non-Executive Director (“INED”) MR. KANAGARAJ LORENZ Member, INED PUAN NORAZIAN AHMAD TAJUDDIN Member, INED The composition of the AC is in line with Paragraphs 15.09(1)(a) and 15.09(1)(b) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), as well as Standard 12.3 of Bank Negara Malaysia (“BNM”)’s Policy Document on Corporate Governance, which require the AC to comprise no fewer than three (3) members, all of whom must be Non-Executive Directors, with a majority of them being Independent Directors. The AC currently comprises solely Independent Directors, which is in line with Step-Up Practice 9.4 of the Malaysian Code on Corporate Governance (“MCCG”) issued by the Securities Commission Malaysia (“SC”). Adopting Practice 1.4 of the MCCG, the Chairman of the Board of Directors (“Board”) is not a member of the AC. Two (2) of the AC members, namely Encik Jeremy Nasrulhaq, currently the Chairman of the AC and Mr. Kanagaraj Lorenz, are members of the Malaysian Institute of Accountants and the Malaysian Institute of Certified Public Accountants respectively, in line with the requirements of the MMLR of Bursa Malaysia. This strengthens the effectiveness of the AC and facilitates the AC’s succession plan in terms of its membership to ensure full compliance with the relevant regulatory requirements. The effectiveness of the AC as a whole, as well as its members individually, is assessed annually in accordance with the Board Effectiveness Evaluation Framework based on a set of criteria covering the areas of composition, processes and procedures, interaction with Management, as well as roles and responsibilities. Based on the assessment conducted for 2023, the Board is satisfied with the performance of the AC and with the manner in which the AC has discharged its roles and responsibilities as stipulated in its Terms of Reference (“TOR”), which is available at the Company’s corporate website at https://www.kenanga.com.my. The Audit Committee (“AC”) of Kenanga Investment Bank Berhad (“KIBB” or “the Company”) presently comprises solely Independent Non-Executive Directors as follows: During the Financial Year Ended 31 December 2023, the AC had convened six (6) meetings. The meetings were appropriately structured where members were given the agenda and sufficient notification. The AC meetings were of adequate length to allow the AC to accomplish its agenda with sufficient time to discuss the emerging issues. Other than the regular meetings of the AC scheduled throughout 2023, two (2) joint meetings between the AC and the Group Board Risk Committee (“GBRC”) were held on 22 June 2023 and 29 August 2023 to deliberate on matters that were considered common for both committees. The AC conducted its meeting in an open and constructive communication mode and encouraged focused discussion, questioning and expressions of differing opinions. 1.1 2.1 1.2 1.3
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