76 WE ARE KENANGA LEADERSHIP MESSAGE VALUE CREATION MODEL KENANGA INVESTMENT BANK BERHAD ANNUAL REPORT 2023 • Review of Non-Executive Directors’ Remuneration Framework for Kenanga Investors Berhad and Its Subsidiaries • Reports by Board Committees on Matters Discussed at the Respective Board Committees’ Meetings • Retirement of Directors of KIBB and Its Subsidiaries at the Forthcoming Annual General Meetings of the Respective Entities • Assessment on the Fitness and Propriety and Nomination of Members of Shariah Committee of KIBB and Review of Their Remuneration • Board Process Enhancement Plan – Consequential to Board Evaluation Conducted in 2022 • Potential Candidates for Directorship within KIBB Group • Revamped Board Effectiveness Evaluation Framework for Board, Board Committee and Individual Director • Directors’ Training Calendar for 2023 and Status Report on KIBB Group Directors’ Training for 2022/ 2023 • Disclosures for 2022 Annual Report • Payment of Directors’ Fees for the Financial Year Ending (“FYE”) 31 December 2023 and Meeting Allowances for FYE 31 December 2024 for KIBB Group • Remuneration and Benefits for Directors of KIBB Group • Notification by Directors and Principal Officers in Relation to Dealings in the Securities of KIBB • Vesting of Employees’ Share Option Scheme for Junior Management Staff and Above • Appointment of KIBB’s Representative on the Board of Directors of Its Associate Company • Updates of the Code of Ethics and Conduct for Directors of Kenanga Group • Review of the List of Management KRPs of KIBB Group as of 1 January 2023 • Review of the List of KIBB Group’s Management KRPs’ Employment Contracts Expiring in 2023 • New Appointment, Re-Appointment, Review and Renewal of Contract of Appointment of Management KRPs • 2022 Performance Appraisal and Annual Assessment on Fit and Proper for GMD, Group Chief Regulatory and Compliance Officer, Management KRPs, Head of Group Compliance and Group Company Secretary • Renewal of Group Staff Insurance Policies for 2024 • Review of Total Rewards Framework • 2023 Balanced Scorecards for Management KRPs • Proposals in Relation to Employees’ Share Option Scheme • 2022 Performance Bonus and 2023 Annual Salary Increment • Review of Management KRPs’ Succession Plan • Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Tengku Ismail as Adviser of KIBB • Identification and Updating of the List of Material Risk Takers and List of Other Material Risk Takers within KIBB Group • Review of Material Risk Takers and Other Material Risk Takers Compensation CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Appointment Framework The Board, via the GNC, has put in place a formal and transparent framework governing the appointments of new Directors and Board Committee members, wherein the GNC will recommend the appointment of suitable candidate as Director and Board Committee member of the Company and its subsidiaries, to the Board for approval. With regard to skills and experience, a skills matrix review processes had been put in place whereby the GNC will undertake a rigorous assessment of potential candidates, prior to making any recommendations to the Board for appointment of a new Director. During the Financial Year Ended 31 December 2023, the Board composition remained unchanged. The composition of the Board still complies with the requirements for the Board to comprise a majority of Independent Directors, with the ratio of women Directors on the Board at 25%, which is closer to the target of 30%.
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