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 101 100 e. Whilst the Board was updated on a monthly basis on the Company’s financial performance, mid-year review should be conducted to keep the Board abreast with the progress/ execution of the wider strategy. A separate meeting should be convened for the tabling of the annual budget and business plan for a more effective and in-depth deliberation by the Board. f. The Board was noted to have provided effective oversight on the development and implementation of sustainability strategies in the Company and ensuring ESG aspects were appropriately balanced with the interest of the stakeholders. Good foundation had been laid and was recognised by KIBB’s inclusion in the FTSE4GOOD Bursa Malaysia Index. KIBB was also proactive in its approach to Climate Risk – Stress Testing and Scenario Analysis. g. The Board had also ensured appropriate strategy, technology infrastructure, data management practices and information security practices were in place to address the needs of the Company. h. The Board had built strength through Board evaluation, succession planning and continuous development. The suggestion received from a Board member was for the Board evaluation and succession planning processes to be further improved with the use of technology/ AI. i. The Board needs to review and/ or refresh the compositions of the Boards and the Board Committees of KIBB and its subsidiaries on a regular basis to ensure a well-balanced expertise and experience, as well as diversity of skillsets amongst the Board members, and effective Board and Board Committee succession plan. j. The Board had ensured that the integrity of the Company’s financial and non-financial reporting was in conformity with regulatory requirements and good international practices through an effective Audit Committee, Group Finance, as well as Group Internal Audit. 3. Board Culture a. The Boardroom environment encouraged and valued open, constructive debate and diversity views to reinforce mutual respect and trust. b. The Chairmen of the Board and Board Committees facilitated and encouraged open discussions where differing/ dissenting opinions were heard. The Board demonstrated empathy in facilitating the discussions on differing views as there was a high level of trust, respect and candour amongst the Board members. c. All Directors contributed positively to Boardroom discussions, including bringing global perspective and innovative ideas to discussions. d. The Board demonstrated focus and commitment to achieving outcomes based on the Company’s vision, mission, strategy and key performance indicatoprs despite obstacles. e. The Board made good and timely decisions that kept the Company moving forward. f. The Board held itself and others accountable to meet commitments and for the decisions made/ g. The Board had been effectively agile and comfortable in providing leadership and decision-making in situations where the way forward was not clear or ambiguous. h. The Board promoted an effective working relationship with Management and supported Management’s execution of Board’s decisions by providing adequate authority, resources and reasonable targets. 4. Board Chair a. The Board Chair had effectively led the Board in the decision-making process by facilitating a consultative environment encouraging contribution from all Directors and managing Boardroom conflict in a timely manner. b. The Board Chair proactively set the tone from the top, both in shaping the Board culture and in upholding the corporate values of the Company. CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT 5. Board Composition a. The current Board size was noted to be fit-for-purpose given the strategic direction of the Company. b. The current Board composition had the necessary experience and expertise required and was sufficiently diverse in contributing to robust Board discussios and effective decision-making. c. In view of the evolving and increasing regulatory scrutiny by the regulators, the Board composition could be strengthened by appointing a member with strong governance and regulatory compliance background. 6. Board Committee a. The Board Committees had been effective in assisting the Board to perform its roles and responsibilities. b. The Board Committees had effectively engaged issues and discharged its responsibilities based on its Terms of Reference. c. The current Board Committee composition contributed to robust discussions and enabled the Board Committees to carryout its duties effectively. d. The administration and processes of the Board Committees provided sufficient access to information and resources. e. The Board Committees met sufficiently to discuss and follow through o key issues. f. The Chairmen of the Board Committees effectively led the Committee to ensure robust decision-making. 7. GMD a. The GMD had been effective in developing and executing the Company’s strategy and initiatives. b. The GMD displayed consistent leadership qualities and agility in managing business affairs of the Company while cultivating a high-performance culture from the top that reinforces ethical and professional behaviour. c. The GMD demonstrated transparency with the Board by maintaining a healthy and professional relationship that reinforces mutual respect and trust. 8. Board Remuneration The remuneration received was appropriately commensurate with the effort and time required to perform all the duties and responsibilities associated with the Director position. 9. Board Administration and Process a. Governance documents and processes (Board Charter, Board Committee Terms of Reference, Annual Board Agenda and other governance documents) had been effective in facilitating the Board in discharging its responsibilities. b. The Board and Board Committee meetings had been conducted regularly and effectively with sufficient time allocated to each meeting for robust discussion and effective decision making. c. The Company Secretary had been effective in discharging her role in supporting effective Board functioning. d. Feedback was also received for the Board process to be further enhanced by improving the dissemination of meeting papers from five (5) days before meeting currently to seven (7) days before meeting, to allow adequate review and meeting preparation by the Board members.
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