72 WE ARE KENANGA LEADERSHIP MESSAGE VALUE CREATION MODEL KENANGA INVESTMENT BANK BERHAD ANNUAL REPORT 2023 CORPORATE GOVERNANCE OVERVIEW STATEMENT Separation of the Roles of Chairman and GMD The Company aims to ensure a balance of power and authority between the Chairman and the GMD with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of the Chairman and the GMD are separated and their roles and responsibilities are clearly defined and formally documented in the Board Charter. Whilst the Chairman is responsible for leading the Board in setting the values and standards of the Company, as well as maintaining a relationship of trust with and between Management and NonExecutive Directors, the GMD, on the other hand, is entrusted with the executive responsibility for the day-to-day management of the business which includes developing the strategic direction of the Company for review and approval by the Board and ensuring that the Company’s strategies and corporate policies as approved by the Board are effectively implemented with the assistance of the Management team. In fulfilling this role, the GMD is given certain powers to execute transactions, guided by the internal rules and procedures and in accordance with the threshold set in the Group Approving Authority Framework. Board Composition The Board of KIBB currently comprises the following eight (8) members, five (5) of whom are Independent Non-Executive Directors (“INEDs”) and the remaining three (3) are NonIndependent Non-Executive Directors (“NINEDs”): YAM TAN SRI DATO’ SERI SYED ANWAR JAMALULLAIL Chairman, INED ENCIK ISMAIL HARITH MERICAN NINED MR. LUK WAI HONG, WILLIAM NINED ENCIK JEREMY NASRULHAQ Senior INED PUAN NORAZIAN AHMAD TAJUDDIN INED MR. KANAGARAJ LORENZ INED MR. CHOY KHAI CHOON NINED MADAM CHIN SIEW SIEW INED SNAPSHOT OF THE BOARD’S PROFILE Board Balance and Composition Male Female 2 3 3 Directors’ Nationality 7 Malaysian 1 Hong Kong Ratio of Independent Directors Non-Independent Directors Gender Diversity on Board 6 Male Directors (75%) 2 Female Directors (25%) Number of Directors under Different Age Group (as at 31 March 2024) 5 4 3 2 1 0 50 to 59 years old 12.5% 50.0% 32.5% 25.0% 25.0% 12.5% 60 to 69 years old 37.5% 70 to 79 years old Number of Directors under Different Tenure (as at 31 March 2024) 4 3 2 1 0 Less than Two (2) years More than Two (2) years but Less than Five (5) years More than Five (5) years but Less than Nine (9) years More than Nine (9) years but Less than Fifteen (15) years
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