68 WE ARE KENANGA LEADERSHIP MESSAGE VALUE CREATION MODEL KENANGA INVESTMENT BANK BERHAD ANNUAL REPORT 2023 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS Board Responsibilities The Board is collectively responsible for the long-term success of the Company and the delivery of sustainable value to its stakeholders. The Board’s key responsibilities include - governing and setting the strategic direction of the Company while exercising oversight on Management; setting the appropriate tone at the top; providing thought leadership and championing good governance and ethical practices throughout the Company; and ensuring that sustainability considerations are integrated in corporate strategy, governance and decision-making. The Board sets the Company’s values and standards and ensures that its obligations to its Shareholders and other stakeholders which include the regulators, business partners, clients, employees, suppliers and vendors, are clearly understood and adhered to. Each of the Board members of the Company is aware of his/ her responsibilities to always exercise his/ her powers in accordance with the Companies Act 2016, for a proper purpose and in good faith and in the best interest of the Company. They also understand that each of them is expected to exercise reasonable care, skill and diligence with the knowledge, skill and experience, which may reasonably be expected of a Director having the same responsibilities; and any additional knowledge, skills and experience which the Director in fact has. Further, the Directors, collectively and individually, are aware of their responsibilities to the Shareholders and stakeholders for the manner in which the affairs of the Company are managed. In discharging its duties effectively and efficiently, the Board delegates specific responsibilities to the Board Committees with clearly defined areas of authority and reporting arrangement to keep the Board informed on the key deliberations and decisions on delegated matters. To promote objectivity, robust and open deliberations, the Board Committees are chaired by an Independent Director who is not the Chairman of the Board. The roles and responsibilities of the Board Committees are set out in their respective Terms of Reference which are available on KIBB’s website at https://www.kenanga.com.my/investor-relations/corporate-governance/. The Board, in fulfilling its oversight role and carrying out its strategic intent and mandates, will give direction and guidance through the Group Managing Director (“GMD”) to Management or Management Committees to execute the approved corporate strategies, established goals, as well as policies. Notwithstanding any delegation of authority to Management or Committees, the Board reserves full decision-making power on matters relating to, amongst others, strategies, business plans and budget, significant policies, conflict of interest issues relating to Substantial Shareholders and/ or a Director, material acquisitions or disposals of assets not in the ordinary course of business, investment in capital projects, authority levels, risk management policies, as well as key human resource issues. The Board reserved matters are also reflected in the Board Charter. The roles and responsibilities of the Board are clearly defined in the Board Charter which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations/corporate-governance/.
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