KENANGA INVESTMENT BANK BERHAD 102 INTEGRATED ANNUAL REPORT 2025 Group Governance, Nomination & Compensation Committee The GNC of KIBB comprises 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 2025 are provided on pages 8 and 101 of this Integrated Annual Report 2025 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/ agm2026. 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/corporate-governance/. During the FYE 31 December 2025, the GNC had deliberated, reviewed and made appropriate recommendations to the Board for approval, pertaining to key matters stated below. 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 KIBB Group, 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 FYE 31 December 2025, the Board composition had undergone a change with the retirement of Mr. Luk Wai Hong, William as a NINED of KIBB effective 1 November 2025. With the change, the Board still comprises a majority of Independent Directors and the Board’s composition in terms of gender diversity had been increased from 33% to 37.5% women Directors. 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 Group 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 2025 and Status Report on KIBB Group Directors’ Training for 2024/ 2025 • Disclosures for Integrated Annual Report 2024 • Payment of Directors’ Fees for the FYE 31 December 2024 and Meeting Allowances for FYE 31 December 2025 for KIBB Group • Remuneration and Benefits for Chairman and Directors of KIBB Group • Review of the List of Management Key Responsible Persons (“KRPs”) of KIBB Group as of 1 January 2025 • 2024 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 • 2025 Balanced Scorecards for Management KRPs • 2024 Performance Bonus and 2025 Annual Salary Increment • Updates of GMD and 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
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