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 85 84 SNAPSHOT OF THE BOARD’S PROFILE Separation of the Roles of Chairman and GMD The Company aims to ensure a balance of power and authority between the Chairman and the GMD with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of the Chairman and the GMD are separated and their roles and responsibilities are clearly defined and formally documented in the Board Charter Whilst the Chairman is responsible for leading the Board in setting the values and standards of the Company, as well as maintaining a relationship of trust with and between Management and NonExecutive Directors, the GMD, on the other hand, is entrusted with the executive responsibility for the day-to-day management of the business which includes developing the strategic direction of the Company for review and approval by the Board and ensuring that the Company’s strategies and corporate policies as approved by the Board are effectively implemented with the assistance of the Management team. In fulfilling this role, the GMD is given certain powers to execute transactions, guided by the internal rules and procedures and in accordance with the threshold set in the Group Approving Authority Framework. Board Composition The Board of KIBB currently comprises the following nine (9) members, six (6) of whom are Independent Non-Executive Directors (“INEDs”) and the remaining three (3) are Non- Independent Non-Executive Directors (“NINEDs”): CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT YAM TAN SRI DATO’ SERI SYED ANWAR JAMALULLAIL Chairman, INED ENCIK ISMAIL HARITH MERICAN NINED MR. LUK WAI HONG, WILLIAM NINED ENCIK JEREMY NASRULHAQ Senior INED PUAN NORAZIAN AHMAD TAJUDDIN INED MR. KANAGARAJ LORENZ INED MR. CHOY KHAI CHOON NINED MADAM CHIN SIEW SIEW INED MS. ANGELINE-ONG SU MING INED (Appointed as an INED on 4 June 2024) Board Balance and Composition Number of Independent Directors under Different Tenure (as at 31 March 2025) Skills and Experience Directors’ Nationality Gender Diversity on Board Number of Directors under Different Age Group (as at 31 March 2025) Ethnicity Number of Directors under Different Tenure (as at 31 March 2025) 8 Malaysian 1 Hong Kong Male Female Ratio of Independent Directors Non-Independent Directors 3 3 Female Directors (33%) 6 Male Directors (67%) 3 3 5 5 4 4 3 3 2 2 1 1 0 0 50 to 59 years old Malay 25% 4 50.0% 4 60 to 69 years old Chinese 25% 1 70 to 79 years old Indian 32.5% 25.0% 25.0% 12.5% 4 3 2 1 0 Less than Two (2) years More than Two (2) years but Less than Five (5) years More than Five (5) years but Less than Nine (9) years More than Nine (9) years but Less than Fifteen (15) years Less than Two (2) years More than Two (2) years but Less than Five (5) years 77.78% 11.11% 11.11% More than Five (5) years but Less than Nine (9) years 4 5 6 7 3 2 1 0 Commercial & Marketing Risk & Governance Digital & Technology Accounting & Audit Finance, Securities & Banking Management & Leadership 25.0% 25.0% 25.0% 62.5% 100.0% 150.00% 100.00% 12.5% 50.00% 0% The Board’s composition complies with the minimum one-third (1/3) requirement of Independent Directors as stipulated in the Main Market Listing Requirements (“MMLR”) of Bursa Securities and the majority of Independent Directors requirement stipulated in BNM’s Policy Document on Corporate Governance. Whilst always ensuring a balance of skills set for the Board, in terms of gender diversity, age and ethnicity, the Board had also achieved its target for the Board to comprise at least 30% women Directors. At the moment, the Board is represented by three (3) or 33% women Directors, namely Puan Norazian Ahmad Tajuddin, Madam Chin Siew Siew and Ms. Angeline-Ong Su Ming. Tenure of Independent Directors In compliance with BNM’s Policy Document on Corporate Governance and as set out in KIBB’s Board Charter, the tenure of an INED should not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, an INED may continue to serve on the Board as a NINED subject to BNM’s prior approval being obtained. Based on the current Board composition, none of the INED’s tenure exceeds nine (9) years. Notwithstanding the aforementioned, as deliberated by the Board of KIBB at its meeting on 29 July 2021 on the application and adoption of Practices and Step Up Practices of the revised MCCG, moving forward and in the spirit of the MCCG, Clause 3.3 of KIBB’s Board Charter which allows for extension of an INED’s tenure beyond the nine (9) years, had been revised to incorporate a formal policy which limits the tenure of an INED to nine (9) years without further extension in line with the MCCG’s Step Up Practice 5.4. In this regard, the GNC and the Board have always been cognisant of the need for the compositions of the Board and Board Committees of entities within KIBB Group to be periodically reviewed for purposes of succession planning and Board refresh. The profile of each Director is available on pages 62 to 70 of this Integrated Annual Report 2024.
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