368 WE ARE KENANGA LEADERSHIP MESSAGE VALUE CREATION MODEL KENANGA INVESTMENT BANK BERHAD ANNUAL REPORT 2023 k. Independence and objectivity; and l. Contribution and performance. Based on the results of the evaluation, the individual Directors (including the retiring Directors) met the performance criteria required of an effective and a high-performance Board. Based on the Declaration of Fit and Proper provided by the Directors in December 2023, the GNC and the Board had concluded that all the Directors of the Company had fulfilled all the criteria of fit and proper, without any adverse findings observed. In view of the above, the GNC, based on its assessment at its meeting on 4 March 2024, had recommended the re-elections of the aforementioned Directors who are retiring by rotation under Clause 78 of the Company’s Constitution, to be put forth to the Shareholders for approval at this AGM. The GNC’s recommendation was approved by the Board on 7 March 2024. The three (3) retiring Directors had abstained from deliberation and decision-making on their respective eligibility to stand for re-election at the GNC and Board meetings, respectively. The profiles of YAM Tan Sri Dato’ Seri Syed Zainol Anwar Ibni Syed Putra Jamalullail, Encik Ismail Harith Merican and Mr. Luk Wai Hong, William can be found in the 2023 Annual Report of the Company. 5. Directors’ Remuneration Section 230(1) of the Companies Act 2016 provides amongst others, that “the fees” of the Directors and “any benefits” payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board has agreed that the Shareholders’ approval shall be sought at the 50th AGM on the Directors’ remuneration in two (2) separate resolutions as follows: a. Ordinary Resolution 4 on payment of Directors’ fees in respect of the Financial Year Ended 31 December 2023; and b. Ordinary Resolution 5 on payment of Directors’ benefits for the period from 31 May 2024 to the next AGM in 2025 (“Current Period”). 6. Directors’ Fees The payment of the fees to the Non-Executive Chairman and Non-Executive Directors (“NEDs”) in respect of the Financial Year Ended 31 December 2023 will only be made if the proposed Ordinary Resolution 4 is passed at the 50th AGM pursuant to Section 230(1)(b) of the Companies Act 2016. The fees payable to the Non-Executive Chairman and NEDs are based on the following fee structure which has not changed since the Financial Year Ended 31 December 2020, except for the increase in the fee of the Chairman of the Audit Committee (“AC”) from RM40,000 per annum to RM60,000 per annum in respect of the Financial Year Ended 31 December 2021 given the onerous responsibility tasked upon the Chairman of the AC, should there be any regulatory findings pertaining to irregularities in financial reporting and/ or inadequacy of internal controls within KIBB Group: Fees Financial Year Ended 31 December 2023 Chairman of the Board RM520,000(1) Director RM270,000 Chairman of AC RM60,000 Chairman of GNC/ Group Board Risk Committee (“GBRC”)/ Group Board Digital Innovation & Technology Committee (“GBDITC”) RM40,000 Member of AC/ GNC/ GBRC/ GBDITC RM30,000 (1) Including RM40,000 in lieu of Club Membership. NOTICE OF FIFTIETH (50TH) ANNUAL GENERAL MEETING
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