KENANGA ANNUAL REPORT 2018

42 KENANGA INVESTMENT BANK BERHAD CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“Board”) regards corporate governance as vital to the success of the business of Kenanga Investment Bank Berhad (“KIBB” or “the Company”) and is unreservedly committed to applying the principles necessary to ensure that the principles of good governance are practised in all of its business dealings. The Board understands that the responsibility for good corporate governance rests with them. Therefore, the Board strives to adopt the principles and best practices of corporate governance and ensures that KIBB complies with the various guidelines issued by Bank Negara Malaysia (“ BNM ”), Bursa Malaysia Securities Berhad (“ Bursa Securities ”) and the Securities Commission Malaysia (“ SC ”). The Board is also committed to continuously undertake the appropriate actions to embed the said principles and recommendations of the Malaysian Code on Corporate Governance (“ MCCG ”) into the Company’s existing policies and procedures. BOARD LEADERSHIP AND EFFECTIVENESS The Board is charged with leading and guiding KIBB in an effective and responsible manner. Each Director has a legal duty to act in the best interest of KIBB. The Directors, collectively and individually, are aware of their responsibilities to shareholders and stakeholders for the manner in which the affairs of KIBB are managed. 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 met. The Board reserves full decision-making powers notwithstanding any delegation of authority to the Management or to Committees on matters relating to amongst others, strategies, business plans and budget; significant policies; conflict of interest issues relating to substantial shareholder 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 de ned in the Board Charter which is available on KIBB’s website at https://www.kenanga.com.my/KIBB_BOD.pdf. The Board’s key activities during the financial year include amongst others, reviewing, deliberating, recommending and approving where appropriate, the following matters: Strategy/ Financials • Budget and Business Plan for Kenanga Investment Bank Berhad and its Group of Companies (“ Kenanga Group ” or “ the Group ”) for the Financial Year Ending 31 December 2019; • Investment Proposals/ Business Collaboration/ New Business Initiatives; • Digital Transformation Strategy; • Monthly Management Accounts; • Quarterly Results; • Audited Financial Statements for the Financial Year Ended 31 December 2017 and the Reports for the Directors and Auditors; • Share Buyback Proposal; • Net Stable Funding Ratio Compliance; and • Issuance of Tier 2 Subordinated Notes under the Tier 2 Subordinated Note Programme. Risk, Compliance and Oversight • Group Chief Regulatory and Compliance Officer’s Quarterly Independent Session with the Board; • Monthly Regulatory Reports; • Regulators’ Examination Reports; • Compliance Risk Assessment; • Monthly Risk Management Reports; • Operational Risk Management Framework; • Internal Capital Adequacy Assessment Process for 2017; • Operational Risk Capital Charge Assessment for Year 2017; • Operational Risk Scenario Analysis and Assessment; • Establishment of New Policies and Review of Existing Policies/ Framework; • Establishment of an Independent Credit Review Unit Function; • Ethics Blueprint; • Reports by Board Committees on Matters Discussed at the Respective Board Committee Meetings; • Reports on Recovery Status, Connected Party Exposure and Recovery on Impaired Equity Accounts;