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 81 80 CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Committees Management Committees Understanding that the responsibility for good corporate governance rests with them, the Board strives to adopt the principles and best practices of corporate governance and ensures that KIBB and Its Subsidiaries (“KIBB Group” or “Kenanga Group” or “the Group”) complies with the various guidelines issued by Bank Negara Malaysia (“BNM”), Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and the Securities Commission Malaysia (“SC”). The Board is also committed to continuously undertake the appropriate actions to embed the principles and recommendations of the revised Malaysian Code on Corporate Governance (“MCCG”) issued by the SC on 28 April 2021, into the Company’s existing policies and procedures. CORPORATE GOVERNANCE IS REGARDED BY THE BOARD OF DIRECTORS (“BOARD”) AS VITAL TO THE SUCCESS OF THE BUSINESS OF KENANGA INVESTMENT BANK BERHAD (“KIBB” OR “THE COMPANY”). THEREFORE, THE BOARD IS UNRESERVEDLY COMMITTED TO APPLYING THE PRINCIPLES NECESSARY TO ENSURE THAT THE PRINCIPLES OF GOOD GOVERNANCE ARE PRACTISED IN ALL OF THE COMPANY’S BUSINESS DEALINGS AND OPERATIONS. CORPORATE GOVERNANCE FRAMEWORK Group Operational Risk Committee Group Business Continuity Management Committee Group Disciplinary Committee Group Talent Committee Group Credit Committee Staff Outreach Committee Group Digital Innovation Technology Committee Building Committee Group Outsourcing & Procurement Committee Corporate Finance Senior Officer Committee Group Products Committee Group Sustainability Management Committee Group Risk Committee Group Occupational Safety and Health Committee STAKEHOLDERS Group Company Secretary BOARD OF DIRECTORS Group Executive Committee Group Managing Director Group Chief Internal Audit Audit Committee Shariah Committee Group Governance, Nomination & Compensation Committee Employees’ Share Scheme Committee Group Board Risk Committee Group Board Digital Innovation & Technology Committee CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Responsibilities The Board is collectively responsible for the long-term success of the Company and the delivery of sustainable value to its stakeholders. The Board’s key responsibilities include - governing and setting the strategic direction of the Company while exercising oversight on Management; setting the appropriate tone at the top; providing thought leadership and championing good governance and ethical practices throughout the Company; and ensuring that sustainability considerations are integrated in corporate strategy, governance and decision-making. The Board sets the Company’s values and standards and ensures that its obligations to its Shareholders and other stakeholders which include the regulators, business partners, clients, employees, suppliers and vendors, are clearly understood and adhered to. Each of the Board members of the Company is aware of his/ her responsibilities to always exercise his/ her powers in accordance with the Companies Act 2016, for a proper purpose and in good faith and in the best interest of the Company. They also understand that each of them is expected to exercise reasonable care, skill and diligence with the knowledge, skill and experience, which may reasonably be expected of a Director having the same responsibilities; and any additional knowledge, skills and experience which the Director in fact has. Further, the Directors, collectively and individually, are aware of their responsibilities to the shareholders and stakeholders for the manner in which the affairs of the Company are managed. In discharging its duties effectively and efficiently, the Board delegates specific responsibilities to the Board Committees with clearly defined areas of authority and reporting arrangement to keep the Board informed on the key deliberations and decisions on delegated matters. To promote objectivity, robust and open deliberations, the Board Committees are chaired by an Independent Director who is not the Chairman of the Board. The roles and responsibilities of the Board Committees are set out in their respective Terms of Reference which are available on KIBB’s website at https://www.kenanga.com.my/investor-relations/corporate-governance/. The Board, in fulfilling its oversight role and carrying out its strategic intent and mandates, will give direction and guidance through the Group Managing Director (“GMD”) to Management or Management Committees to execute the approved corporate strategies, established goals, as well as policies. Notwithstanding any delegation of authority to Management or Committees, the Board reserves full decision-making power on matters relating to, amongst others, strategies, business plans and budget, significant policies, conflict of interest issues relating to Substantial Shareholders and/ or a Director, material acquisitions or disposals of assets not in the ordinary course of business, investment in capital projects, authority levels, risk management policies, as well as key human resource issues. The Board reserved matters are also reflected in the Board Charter. The roles and responsibilities of the Board are clearly defined in the Board Charter which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations/corporate-governance/. PRINCIPLE A Board Leadership and Effectiveness
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