KENANGA ANNUAL REPORT 2019

H OW W E A R E G O V E R N E D 1 2 3 4 5 39 6 7 CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 the Company. The Directors, collectively and individually, are aware of their responsibilities to the shareholders and stakeholders for the manner in which the affairs of the Company 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 adhered to. 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 AND OPERATIONS. The Board reserves full decision-making power, notwithstanding any delegation of authority to the Management or 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 defined in the Board Charter which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Roles of Chairman and Group Managing Director (“GMD”) The Company aims to ensure a balance of power and authority between the Chairman and the GMD with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of the Chairman and the GMD are separated and their roles and responsibilities are clearly defined and formally documented in the Board Charter. Whilst the Chairman is responsible for leading the Board in setting the values and standards of the Company, as well as maintaining a relationship of trust with and between Executive and Non-Executive Directors, the GMD, on the other hand, is entrusted with the executive responsibility for the day-to-day management of the business which includes developing the strategic direction of the Company for review and approval by the Board and ensuring that the Company’s strategies and corporate policies as approved by the Board are effectively implemented with the assistance of the Management team. In fulfilling this role, he is given certain powers to execute transactions, guided by the internal rules and procedures and also in accordance with the threshold set in the Group Approving Authority Framework. In addition, the Chairman is also designated as the Senior Independent Non-Executive Director for shareholders and stakeholders to convey their concerns regarding Kenanga Investment Bank Berhad and Its Group of Companies (“ KIBB Group ” or “ the Group ”).