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 89 88 Group Governance, Nomination & Compensation Committee The GNC of KIBB comprises of three (3) INEDs and two (2) NINEDs and is chaired by an INED who is not the Chairman of the Board. Details on the GNC’s composition, as well as its members’ attendance at the GNC meetings during the Financial Year Ended 31 December 2024 are provided on pages 8 and 87 of this Integrated Annual Report 2024 and in Section B of the Corporate Governance Report (“CG Report”) which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations/ AGM2025. The functions and responsibilities of the GNC are set out in its Terms of Reference which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations. During the Financial Year Ended 31 December 2024, the GNC had deliberated, reviewed and made appropriate recommendations to the Board for approval, pertaining to key matters stated below. CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT • Appointment and Re-Appointments of Directors within KIBB Group • Holistic Review of the Compositions of the Boards and Board Committees of KIBB Group • Establishment of Kenanga Group’s Guiding Principles for Board and Board Committee Composition • Retirement of Directors of KIBB and Its Subsidiaries at the Forthcoming Annual General Meetings of the Respective Entities • Assessment on the Fitness and Propriety and Nomination of Members of Shariah Committee of KIBB and Review of Their Remuneration • Directors’ Training Calendar for 2024 and Status Report on KIBB Group Directors’ Training for 2023/ 2024 • Disclosures for 2023 Annual Report • Payment of Directors’ Fees for the Financial Year Ended (“FYE”) 31 December 2024 and Meeting Allowances for FYE 31 December 2025 for KIBB Group • Remuneration and Benefits for Directors of KIBB Group • Notification by Directors and Principal Officers in Relation to Dealings in the Securities of KIBB • Review Code of Ethics and Conduct for Directors of Kenanga Group • Review of Board Succession Planning Framework and Fit and Proper Policy for Kenanga Group • Review of the List of Management KRPs KIBB Group as of 1 January 2024 • 2023 Performance Appraisal and Annual Assessment on Fit and Proper for GMD, Group Chief Regulatory and Compliance Officer, Management KRPs, Head of Group Compliance and Group Company Secretary • Renewal of Group Staff Insurance Policies for 2025 • 2024 Balanced Scorecards for Management KRPs • 2023 Performance Bonus and 2024 Annual Salary Increment • Review of Management KRPs’ Succession Plan • Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Tengku Ismail as Adviser of KIBB • Identification and Updating of the List of Material Risk Takers and List of Other Material Risk Takers within KIBB Group • Review of Material Risk Takers and Other Material Risk Takers Compensation Board Appointment Framework The Board, via the GNC, has put in place a formal and transparent framework governing the appointments of new Directors and Board Committee members, wherein the GNC will recommend the appointment of suitable candidate as Director and Board Committee member of the Company and its subsidiaries, to the Board for approval. With regard to skills and experience, a skills matrix review process had been put in place whereby the GNC will undertake a rigorous assessment of potential candidates, prior to making any recommendations to the Board for appointment of a new Director. During the Financial Year Ended 31 December 2024, the Board composition had undergone a change with the appointment of Ms. Angeline-Ong Su Ming as an INED of KIBB on 4 June 2024. With the change, the Board still comprises a majority of Independent Directors and further strengthened the Board’s composition in terms of gender diversity with the ratio of women Directors being increased to 33% from 25% previously. Employees’ Share Scheme Committee To assist the Board in the administration of KIBB Group’s Employees’ Share Scheme (“ESS” or “Scheme”), in accordance with the By-Laws governing the Scheme as approved by the Shareholders of KIBB, the Board had established an ESS Committee comprising solely of Independent Directors. The main objective of the ESS as approved by the Shareholders of KIBB on 25 May 2017, is to align the employees’ interests with the long-term objectives of KIBB Group to create sustainable value enhancement for its Shareholders through a high-performance culture. The roles and responsibilities of the ESS Committee which are outlined in its Terms of Reference include the determination of all questions of policy and expediency that may arise in the administration of the ESS including, amongst others, the terms of eligibility of the employees of the Company and its non-dormant subsidiaries (“Eligible Employees” or “Eligible Persons”), the method or manner in which the grants are made to and exercised by Eligible Employees and any conditions imposed in relation thereto, and the termination of any options, and generally the exercise of such powers and performance of such acts as are deemed necessary or expedient to promote the best interests of the Company. The functions and responsibilities of the ESS Committee are set out in its Terms of Reference which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations. Shariah Committee The Shariah Committee was established to provide objective and sound advice to the Board of KIBB to ensure that the Company’s aims and operations, business affairs and activities pertaining to its Islamic Banking Window (Skim Perbankan Islam) comply with Shariah rules and regulations as reflected in the fatwas, rulings and guidelines issued by Shariah Advisory Council of BNM and the SC. The composition of the Shariah Committee is in line with Paragraphs 13.1 to 13.5 of BNM’s Shariah Governance Policy Document which requires the Shariah Committee, at a minimum, to comprise at least three (3) members. All Shariah Committee members have the Shariah background. The functions and responsibilities of the Shariah Committee are set out in its Terms of Reference which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations. Board Diversity and Gender In recognition of the benefits of a diverse Board in terms of the ability to tap into the many talents which the Board members from their different ages, cultural backgrounds, industry exposure, expertise, competency, experience, knowledge and gender bring to the Company, as well as their abilities to respond to business opportunities more rapidly and creatively, the Company has endeavoured and will continue to endeavour to achieve an appropriate mix of members to achieve diversification. During the search of a suitable candidate, one (1) of the key considerations is to ensure that the skill set of the Board is appropriately balanced to support the strategies and long-term goals of KIBB Group. Amongst others, the considerations include whether the skill set of the new candidate could complement the collective skill set of the existing Directors, the integrity and the character of the candidate, the ability to contribute different perspectives to the Board, as well as the ability to commit sufficient time and attention to the affairs of the Company and whether he/ she could fit in with the Company’s culture. Following the issuance of the revised MCCG by the SC on 28 April 2021, the Board of KIBB had, at its meeting on 29 July 2021, deliberated on the status of KIBB’s application of the Practices and adoption of the Step-Up Practices of the MCCG. Arising from the gap analysis, the Board had identified certain action plans in terms of application and adoption of the Practices and Step Up Practices, respectively. One (1) of the action plans identified was to adopt Practice 5.9 of the MCCG which recommended for the Board to comprise at least 30% women Directors. Being a Capital Markets Services Licence (“CMSL”) Holder under the SC, KIBB is also required to comply with the requirements of Paragraph 5.06 of the SC’s Guidelines on Corporate Governance for Capital Market Intermediaries, for the Board of a CMSL Holder to comprise at least 30% women Directors.
RkJQdWJsaXNoZXIy NDgzMzc=