73 OUR SUSTAINABILITY APPROACH HOW WE ARE GOVERNED FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION ADDITIONAL INFORMATION CORPORATE GOVERNANCE OVERVIEW STATEMENT Less than Two (2) years Commercial & Marketing Risk & Governance Digital & Technology Accounting & Audit Finance, Securities & Banking Management & Leadership 25.0% 25.0% 50.0% 62.5% 100.0% More than Two (2) years but Less than Five (5) years 60.0% 20.0% 20.0% More than Five (5) years but Less than Nine (9) years Number of Independent Directors under Different Tenure (as at 31 March 2024) Skills and Experience 4 150.00% 100.00% 100.0% 50.00% 0% 3 2 1 0 The Board’s composition complies with the minimum onethird (1/3) requirement of Independent Directors as stipulated in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia and the majority of Independent Directors requirement stipulated in BNM’s Policy Document on Corporate Governance. Whilst always ensuring a balance of skills set for the Board, in terms of gender diversity, the Board had been actively pursuing this objective by always prioritising the achievement of its target for the Board to comprise at least 30% women Directors. At the moment, the Board is represented by two (2) or 25% women Directors namely Puan Norazian Ahmad Tajuddin and Madam Chin Siew Siew. Tenure of Independent Directors In compliance with BNM’s Policy Document on Corporate Governance and as set out in KIBB’s Board Charter, the tenure of an INED should not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, an INED may continue to serve on the Board as a NINED subject to BNM’s prior approval being obtained. Based on the current Board composition, none of the INED’s tenure exceeds nine (9) years. Notwithstanding the aforementioned, as deliberated by the Board of KIBB at its meeting on 29 July 2021 on the application and adoption of Practices and Step Up Practices of the revised MCCG, moving forward and in the spirit of the MCCG, Clause 3.3 of KIBB’s Board Charter which allows for extension of an INED’s tenure beyond the nine (9) years, had been revised to incorporate a formal policy which limits the tenure of an INED to nine (9) years without further extension in line with the MCCG’s Step Up Practice 5.4. In this regard, the GNC and the Board have always been cognisant of the need for the compositions of the Board and Board Committees of entities within KIBB Group to be periodically reviewed for purposes of succession planning. The profile of each Director is available on pages 50 to 57 of this Annual Report. Board and Board Committee Meetings In 2023, ten (10) Board meetings were held, one (1) of which was the Board Offsite meeting which was convened to discuss the Group Strategy 2024-2026. As stipulated in the Board Charter and the Constitution of the Company, a Director of the Company must attend at least 75% of the Board meetings held during the financial year, in line with the requirement of BNM’s Policy Document on Corporate Governance. During the Financial Year Ended 31 December 2023, all the Directors of the Company attended 100% of the Board meetings convened, demonstrating a strong commitment and dedication of the Board members in fulfilling and discharging their respective roles and responsibilities as Directors of the Company. Following Malaysia’s reopening of its international borders on 1 April 2022 as it began the transition to COVID-19 endemic phase, KIBB had likewise, slowly transitioned all of its Board and Board Committees meetings to hybrid and/ or physical mode.
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