05 / HOW WE ARE GOVERNED 01 02 03 04 06 07 08 09 103 CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 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/ corporate-governance/. 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/investorrelations/corporate-governance/. 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. In pursuit of applying Practice 5.9 of the MCCG, the Board had identified several potential women candidates as an INED and had on 7 December 2023, approved the appointment of Ms. Angeline-Ong Su Ming, subject to further approval from BNM. BNM had on 15 March 2024, approved the appointment of Ms. Angeline-Ong Su Ming and her appointment was formalised with effect from 4 June 2024. Subsequent to the appointment of Ms. Angeline-Ong Su Ming as an INED on 4 June 2024, the Board composition had fulfilled the requirement of 30% women Directors. Hence, KIBB has fully adopted Practice 5.9 of the MCCG.
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