KENANGA ANNUAL REPORT 2018

46 KENANGA INVESTMENT BANK BERHAD Group Nomination & Remuneration Committee The NRC of KIBB comprises a majority of INEDs and is chaired by an INED who is not the Chairman of the Board. Details on the NRC’s composition, as well as, its members’ attendance at the NRC meetings during the Financial Year Ended 31 December 2018 are provided on page 45 of this annual report, as well as, in Section B of the Corporate Governance Report (“ CG Report ”). The functions and responsibilities of the NRC are set out in the Terms of Reference of the NRC which is available on KIBB’s website at https://www.kenanga.com.my/NRC_TOR.pdf. During the Financial Year Ended 31 December 2018, the NRC had carried out, amongst others, the following key activities: • Deliberated on the proposed re-designation, appointments, re-appointments and re-elections of Directors within the Group; • Reviewed the overall size and composition of the Board and the Board Committees within the Group in line with the relevant regulatory requirements; • Reviewed the List of Management Key Responsible Persons of the Group as at 1 January 2018; • Deliberated on the renewal of contract of appointment of Senior Management personnel; • Deliberated on the re-appointment of Adviser of KIBB; • Reviewed the results of the assessment on the fitness and propriety of Directors and Senior Management; • Reviewed the results of the Board, Board Committees and individual Directors’ performance evaluation for the Financial Year Ended 31 December 2017; • Reviewed the proposal to provide financial assistance to eligible junior employees (Senior Executive and below) for the Employees’ Share Option Scheme award; • Reviewed the proposal for the implementation of flexible work arrangements; • Reviewed the Directors’ remuneration and benefits of the Group; • Reviewed, deliberated and recommended the annual performance bonus and annual salary increment for the Group; • Deliberated on the revised Key Responsible Persons Succession Plan; • Reviewed the annual Balanced Scorecards for Senior Management of KIBB; • Reviewed the training requirements for the Directors; • Reviewed, deliberated and recommended the re-appointment of members of Shariah Committee of KIBB and their remuneration; • Deliberated on the report in relation to a disciplinary case; and • Deliberated on the Competency Framework – Revised Core and Leadership Competencies of the Group. Board Appointment Framework The Board, via the NRC, has put in place a formal and transparent framework governing the appointments of new Directors wherein the NRC will recommend the appointment of suitable candidate as Director of the Company and its subsidiaries to the Board for approval. With regard to skills and experience, processes had been put in place whereby the NRC would undertake a rigorous assessment of potential candidates, prior to any recommendations to the Board for appointment of a new Director. 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, perspectives, views and abilities 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. Induction Programme for Newly Appointed Director KIBB has developed an induction programme for newly appointed Directors to familiarise them with the industry and KIBB’s business and operations, within three (3) months of their appointments. CORPORATE GOVERNANCE OVERVIEW STATEMENT