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 113 112 Related Party Transactions (“RPTs”) and Recurrent Related Party Transactions (“RRPTs”) RPTs and/ or RRPTs entered into by the Company and/ or KIBB Group are reviewed by the AC during its quarterly meetings to ensure compliance with the MMLR of Bursa Malaysia. The AC is required to review the RPTs and RRPTs to ensure that they are monitored and conducted in a manner that is fair and at arms’ length basis, with the terms not to the detriment of minority shareholders and in the best interest of the Company and/or KIBB Group. Material Contracts Involving Interests of Directors, GMD or Major Shareholders There were no material contracts entered into by the Company or its subsidiary companies involving the interests of the Directors, the GMD or Major Shareholders which still subsisted at the end of the FYE 2024. Utilisation of Proceeds Raised from Corporate Proposals There was no new fund-raising corporate exercise during the Financial Year Ended 31 December 2024. The proceeds from the previous issuance of Subordinated Notes under the RM250 million in nominal value Tier 2 Subordinated Note Programme which was established on 27 March 2017 are being utilised by the Company for working capital requirement. Details on the outstanding subordinated notes under the programme are set out under Note 26 of the Financial Statements section appearing on page 251 of this Integrated Annual Report 2024. Employees’ Share Scheme After obtaining the Shareholders’ approval at an EGM held on 25 May 2017, KIBB had, on 21 September 2017, established and implemented an ESS of up to 10% of its total issued share capital CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT (excluding treasury shares) at any one time during the duration of the Scheme for the Eligible Employees which would be valid for a period of five (5) years from its commencement date. Following the Board of KIBB’s approval on 10 June 2020, the duration of the ESS has been extended for another five (5) years from 21 September 2022 to 20 September 2027 in accordance with the provisions of the By-Laws of the ESS. The ESS comprises the ESOS and Employees’ Share Grant Plan (“ESGP”). It is governed by the ESS By-Laws approved by the Shareholders at the aforesaid EGM and administered by the ESS Committee, comprising three (3) INEDs. Since the commencement of the ESS on 21 September 2017, six (6) offers had been made under the ESOS on 2 January 2018, 31 May 2018, 2 May 2019, 17 June 2019, 1 July 2020 and 2 August 2021 respectively. As for the ESGP, the Board of KIBB had on 4 March 2021, approved the granting of the Performance Share Plan (“PSP”) Award to Eligible Employees of the Company and its non-dormant subsidiaries on 3 May 2021 where the PSP shares were vested on 2 June 2021 (“Vesting Date”). In determining the total number of shares to be awarded to each Eligible Employee, the ESS Committee and the GNC had taken into consideration amongst others, the Eligible Employees’ performance, seniority (denoted by corporate rank) and contribution to the growth and performance of KIBB Group. As part of the condition attached to the PSP Award, the PSP Grantee is restricted from selling/ transferring the shares issued to him/ her for a period of one (1) year from the Vesting Date. The details of the ESS are set out under Note 55 of the Financial Statements section appearing on pages 357 to 365 of this Integrated Annual Report 2024. Brief details on the number of options granted, exercised, forfeited and outstanding since the commencement of the ESS on 21 September 2017 and during the Financial Year (“FY”) 2018, FY 2019, FY 2020, FY 2021, FY 2022, FY 2023 and FY 2024 are set out below. For the Period from 21 September 2017 to 31 December 2018 ESOS(1) Total GMD(2) Senior Management Other Entitled Employees Granted 59,423,000 10,000,000(3) 16,580,000(3) 32,843,000(3) Exercised 194,400 0 0 194,400 Forfeited(4) 1,479,000 0 0 1,479,000 Outstanding 57,749,600 10,000,000 16,580,000 31,169,600 For the FY from 1 January 2019 to 31 December 2019 ESOS(1) Total GMD(2) Senior Management Other Entitled Employees Granted 6,431,000 0 750,000(5) 5,681,000(5) Exercised 0 0 0 0 Forfeited(4) 1,528,000 0 0 1,528,000 Cancelled(6) 265,500 0 195,000 70,500 Outstanding 62,387,100 10,000,000 17,135,000 35,252,100 For the FY from 1 January 2020 to 31 December 2020 ESOS(1) Total GMD(2) Senior Management Other Entitled Employees Granted 3,311,000 0 0 3,311,000(5) Exercised 9,247,100 0 1,161,000 8,086,100 Forfeited 1,731,000 0 450,000(7) 1,281,000(4) Cancelled(6) 952,500 0 195,000 757,500 Outstanding 53,767,500 10,000,000 15,329,000 28,438,500 For the FY from 1 January 2021 to 31 December 2021 ESOS(1) Total GMD(2) Senior Management Other Entitled Employees Granted 4,578,000 0 0 4,578,000(5) Adjustment(8) 0 0 80,000 -80,000 Exercised 25,675,000 3,000,000 9,419,000 13,256,000 Forfeited(4) 2,158,000 0 300,000 1,858,000 Cancelled(6) 227,500 0 0 227,500 Reinstatement(9) 450,000 0 450,000 0 Lapsed(10) 86,000 0 0 86,000 Outstanding 30,649,000 7,000,000 6,140,000 17,509,000 ESOS(1) Total GMD(2) Senior Management Other Entitled Employees Granted 3,610,000 320,000 2,030,000 1,260,000 Vested(11) 3,610,000 320,000 2,030,000 1,260,000 Outstanding 0 0 0 0 ADDITIONAL INFORMATION Audit and Non-Audit Fees The details of the audit and non-audit fees payable to the External Auditors, EY and its affiliates, for the Financial Year Ended 31 December 2024 are provided below. Group (RM) KIBB (RM) Statutory Audit 576,900 380,000 Audit/ Assurance Related 58,435 58,435 Non-Audit Fees – EY Assurance Team 141,000 90,500 Non-Audit Fees – EY Tax Team 0 0 Total Non-Audit 141,000 90,500 Grand Total 776,335 528,935
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