KENANGA INVESTMENT BANK BERHAD INTEGRATED ANNUAL REPORT 2024 WE ARE KENANGA OUR SUSTAINABILITY APPROACH LEADERSHIP STATEMENT HOW WE ARE GOVERNED FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION ADDITIONAL INFORMATION OUR VALUE CREATION APPROACH 99 98 The effectiveness of each of the Board Committee was also discussed in detail and areas for enhancements identified accordingly. Based on the revamped Board Effectiveness Evaluation Framework approved by the Board of KIBB on 3 November 2023, the performance and contribution of the Board, Board Committees and individual Directors are assessed annually. The performance evaluation involved the completion of a detailed questionnaire by each Director using the self-assessment method for Board and Board Committees and a combination of self-assessment and peer assessment method for individual Directors. The criteria on which assessment of the Board’s effectiveness cover the Overall Board Effectiveness, Board Responsibilities, Board Culture, Board Chair, Board Composition, Board Committee’s Effectiveness, Board’s Relationship with the GMD, Board Remuneration, Board Administration and Process, as well Board Education. The Board Committees are assessed based on the fulfilment of each Board Committee’s functions and roles and responsibilities, as well as composition, processes and procedures, and interaction with Management as stipulated in their respective Terms of References. As for individual Directors, the assessment was based on pre-determined broad criteria relating to Board Dynamics and Participation, Leadership, Integrity and Objectivity, as well as Knowledge and Expertise. The outcomes of the assessment were then collated and compiled by the Company Secretary for tabling at the GNC meeting for deliberation. These outcomes were reviewed and discussed by the GNC by recognising the strengths and addressing the weaknesses of the Board as a whole, Board Committees and individual Directors and, where appropriate, the GNC would recommend to the Board appropriate action plans to be implemented to address any weaknesses identified. The results obtained from the individual Directors’ evaluation also served as one (1) of the criteria to be considered by the GNC and the Board when recommending and approving the re-appointments of Directors upon expiry of their respective terms of office as stipulated by BNM, as well as the annual re-elections of Directors at Annual General Meetings, under the retirement by rotation provisions in accordance with the respective Constitution of the companies within KIBB Group. With regard to the assessment conducted in respect of FYE 2024, based on the approved evaluation criteria, the overall rating of the Board, Board Committees and Individual Directors, were as provided below. In terms of the effectiveness of the Board and Board Committees, based on the assessment of each of the evaluation criteria listed below, the Board had scored between 63.00% to 80.33% with an Overall Scoring of 43.39 out of the total marks of 52 or 83.4%. The lowest score given was in respect of Board Remuneration where the scoring was only 63%. Criteria Average Scoring Section A: Overall Board Effectiveness 7.78/10.00 (78.00%) Section B: Board Responsibilities 2.26/3.00 (75.33%) Section C: Board Culture 2.23/3.00 (74.33%) Section D: Board Chair 2.29/3.00 (76.33%) Section E: Board Composition 2.32/3.00 (77.33%) CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT Part I: Board and Board Committee Effectiveness Evaluation Criteria Average Scoring Section F: Committees a. Board Committees Evaluation 2.32/3.00 (77.33%) b. Board Committees Self Evaluation i. Audit Committee ii. Employees Share Scheme Committee iii. Group Board Digital Innovation & Technology Committee iv. Group Board Risk Committee v. Group Governance, Nomination & Compensation Committee 2.47/3.00 (82.33%) 2.11/3.00 (70.33%) 2.33/3.00 (77.66%) 2.22/3.00 (74.00%) 2.22/3.00 (74.00%) Section G: GMD 2.41/3.00 (80.33%) Section H: Board Remuneration 1.89/3.00 (63%) Section I: Board Administration and Process 2.19/3.00 (73.00%) Section J: Board Education 2.11/3.00 (70.33%) OVERALL SCORING FOR BOARD 39.15/52.00 (75.29%) Based on the feedback received from Board members, the following could be concluded: 1. Overall Board Effectiveness a. In terms of the overall effectiveness, the Board was noted to be well diversified in its composition with a mix of the right expertise and skillsets. The Board worked well together with a strong focus on governance and differences in opinion in key decisions were well understood and respected b. In order to further enhance the Board’s effectiveness, the Board members felt that more focus should be put on strategic issues where greater formal and informal discussions between Board members on key strategic issues should be encouraged. c. In relation to Board development plans, the feedback received suggested the need for deeper understanding on technological advancements (e.g. Artificial Intelligence) and its impact on KIBB being a financial institution, particularly in relation to new opportunities, new entrants (non-traditional players) and emerging risks. 2. Board Responsibilities a. Under this section, based on the feedback received, the Board was noted to have been effective in providing direction to the Company and in the development and monitoring of strategies in the interest of promoting long term viability. b. The Board was also noted to have understood and actively supported KIBB’s digitalisation plan in order to build a sustainable business going forward, through the annual review of the broader strategy with Management. c. In terms of key enhancements required, some Board members suggested for the Board to spend more time in developing strategies and for more discussion on strategies during Board meetings. d. In terms of process improvement, a Board member suggested for wider use of digital/ Artificial Intelligence tools within the Company.
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