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 375 374 c. The level of independence demonstrated by the Directors, and their ability to act in the best interests of the Company in decisionmaking; and d. The Directors’ fitness and propriety in line with the fit and proper criteria as stated under Clause 6.1.5 of the Board Succession Planning Framework for Kenanga Group. In line with Practice 6.1 of the Malaysian Code on Corporate Governance, the Board had conducted an assessment of the Directors of the Company based on the relevant performance criteria covering the following areas: a. Knowledge, expertise and leadership; b. Financial integrity and reputation; c. Will and ability to critically challenge and ask the right questions; d. Character in dealing with potential conflict of interest situations; e. Commitment to serve the Company, due diligence and honesty; f. Confidence to stand up for a point of view; g. Fitness and proprietary; h. Calibre and personality; i. Board dynamics and participation; j. Competency and capability; k. Independence and objectivity; and l. Contribution and performance. Based on the results of the evaluation, the individual Directors (including the retiring Directors) met the performance criteria required of an effective and a high-performance Board. Based on the Declaration of Fit and Proper provided by the Directors in December 2024, the GNC and the Board had concluded that all the Directors of the Company had fulfilled all the criteria of fit and proper, without any adverse findings observed. In view of the above, the GNC, based on its assessment at its meeting on 21 January 2025, had recommended the re-elections of the aforementioned Directors who are retiring by rotation under Clause 78 of the Company’s Constitution, to be put forth to the Shareholders for approval at this AGM. The GNC’s recommendation was approved by the Board on 27 January 2025. The four (4) retiring Directors (including Ms. Angeline-Ong Su Ming as mentioned under Paragraph 3 above) had abstained from deliberation and decision-making on their respective eligibility to stand for election/ re-election at the GNC and Board meetings, respectively. The profiles of Encik Jeremy Nasrulhaq, Puan Norazian Ahmad Tajuddin and Mr. Choy Khai Choon can be found in the 2024 Integrated Annual Report of the Company. 5. Directors’ Remuneration Section 230(1) of the Companies Act 2016 provides amongst others, that “the fees” of the Directors and “any benefits” payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board has agreed that the Shareholders’ approval shall be sought at the 51st AGM on the Directors’ remuneration in two (2) separate resolutions as follows: a. Ordinary Resolution 5 on payment of Directors’ fees in respect of the Financial Year Ended 31 December 2024; and b. Ordinary Resolution 6 on payment of Directors’ benefits for the period from 30 May 2025 to the next AGM of the Company in 2026 (“Current Period”). NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING 6. Directors’ Fees The payment of the fees to the Non-Executive Chairman and Non-Executive Directors (“NEDs”) in respect of the Financial Year Ended 31 December 2024 will only be made if the proposed Ordinary Resolution 5 is passed at the 51st AGM pursuant to Section 230(1)(b) of the Companies Act 2016. The fees payable to the Non-Executive Chairman and NEDs are based on the following fee structure which has not changed since the Financial Year Ended 31 December 2020, except for the increase in the fee of the Chairman of the Audit Committee (“AC”) from RM40,000 per annum to RM60,000 per annum given the onerous responsibility tasked upon the Chairman of the AC, should there be any regulatory findings pertaining to irregularities in financial reporting and/ or inadequacy of internal controls within KIBB Group: Fee Financial Year Ended 31 December 2024 Chairman of the Board RM520,000(1) Director RM270,000 Chairman of AC RM60,000 Chairman of GNC/ Group Board Risk Committee (“GBRC”)/ Group Board Digital Innovation & Technology Committee (“GBDITC”) RM40,000 Member of AC/ GNC/ GBRC/ GBDITC RM30,000 (1) Including RM40,000 in lieu of Club Membership. 7. Benefits Payable to the NEDs a. The benefits payable to the NEDs comprise the allowances and other emoluments payable to the Chairman and members of the Board of the Company and its subsidiaries, as well as the Board Committees. b. The current Directors’ benefit framework of the Company is as set out below. Benefits Description Chairman Board Members Benefits (applicable to the Company only) Leave Passage, Driver, Car, Medical Benefits and Other Claimable Benefits Medical Benefits Meeting Allowance Type of Meeting Chairman (per meeting) NED/ Member (per meeting) Board Meeting RM2,000 RM2,000 General Meeting RM2,000 RM2,000 Board Committee Meeting RM2,000 RM2,000 c. Payment of the benefits to the NEDs of the Company and its subsidiaries is made on a monthly basis and/ or when incurred if the proposed Ordinary Resolution 6 is passed at the 51st AGM. The Board is of the view that it is just and equitable for the NEDs to be paid the Directors’ Remuneration (excluding Directors’ fees) on a monthly basis and/ or as and when incurred, particularly after discharging their responsibilities and rendering their services to the Company and its subsidiaries throughout the Current Period.
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