KENANGA ANNUAL REPORT 2019
H OW W E A R E G O V E R N E D 1 2 3 4 5 41 6 7 • Reports by Board Committees on Matters Discussed at the Respective Board Committee Meetings • Overview on the Current Sustainability Progress at KIBB • Assessment on the Fitness and Propriety and Re-Appointment of Members of Shariah Committee of KIBB and Review of Their Remuneration • Annual Board, Board Committees and Individual Director’s Performance Evaluation for Year 2018 • Directors’ Training Calendar for 2019 and Quarterly Status Report on KIBB Group Directors’ Training for 2018/ 2019 • Review of Directors’ Remuneration • Review of Board Succession Planning Framework • Proposed Trust Deed and Amendments to Employees’ Share Scheme By-Laws • Notification by Principal Officer in Relation to Dealings in the Securities of KIBB • Directors and Officers’ Liability Insurance • Key Human Resource Matters o Review of the List of Management Key Responsible Persons (“ KRPs ”) of KIBB as at 1 January 2019 o Review of the List of KIBB Group’s Management KRPs’ Employment Contracts Expiring in Year 2019 o 2018 Performance Appraisal and Annual Assessment on Fit and Proper for Management KRPs, GMD, Group Chief Regulatory and Compliance Officer, Head of Group Compliance and Group Company Secretary o Renewal of Group Insurance Policies for 2019 o Progress Report on Implementation of Asian Institute of Chartered Bankers Certifications for KIBB o 2019 Balanced Scorecards for Management KRPs, GMD, Head of Group Compliance and Group Company Secretary o Employees’ Share Scheme — Proposal for Employees’ Share Option Scheme Award 2019 o Employees’ Share Scheme — First Tranche Vesting for Employees’ Share Option Scheme 2018 for Junior Management Staff and Above o 2018 Performance Bonus and 2019 Annual Salary Increment o Salary Review and Revision for Management KRPs o Identification of Material Risk Takers and Other Material Risk Takers within KIBB Group o Appointment of Chief Technology Officer as Group Executive Committee Member and Management KRP o Management KRPs’ Succession Plan o Kenanga Competency Framework — Core, Leadership, Foundational & Functional Competencies o Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Binti Tengku Ismail as KIBB’s Adviser Board Composition The Board of KIBB currently comprises the following nine (9) Directors, five (5) of whom are Independent Non- Executive Directors (“ INED ”) and the remaining four (4) are Non-Independent Non-Executive Directors (“ NINED ”): IZLAN IZHAB Chairman, INED DATUK SYED AHMAD ALWEE ALSREE Deputy Chairman, NINED DATO’ RICHARD ALEXANDER JOHN CURTIS NINED LUIGI FORTUNATO GHIRARDELLO NINED ISMAIL HARITH MERICAN NINED LUK WAI HONG, WILLIAM INED JEREMY NASRULHAQ INED NORAZIAN AHMAD TAJUDDIN INED KANAGARAJ LORENZ INED The Board’s composition complies with the minimum one- third requirement of Independent Directors as stipulated in the Main Market Listing Requirements (“ MMLR ”) of Bursa Securities and the majority Independent Directors requirement stipulated in BNM’s Policy Document on Corporate Governance. The profile of each Director is available on pages 20 to 28 of this Annual Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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