KENANGA ANNUAL REPORT 2019

K E N A N G A I N V E S T M E N T B A N K B E R H A D A n n u a l R e p o r t 2 0 1 9 46 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 2019 are provided on page 43 of this Annual Report, as well as, in Section B of the Corporate Governance Report (“ CG Report ”) which is available on KIBB’s website at https://kenanga.com.my/investor-relations/AGM2020. The functions and responsibilities of the NRC are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. During the Financial Year Ended 31 December 2019, the NRC had deliberated, reviewed and made appropriate recommendations to the Board for approval, pertaining to amongst others, the following matters: • Appointments and Re-Appointments of Directors within KIBB Group; • List of Management KRPs of the Group as at 1 January 2019; • New Appointment and Renewal of Contract of Appointment of Senior Management Personnel; • Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Binti Tengku Ismail as Adviser of KIBB; • Review of Compositions of the Board and the Board Committees; • Appointment of New Group Executive Committee Member and Management KRP; • Annual Performance Review and Assessment on the Fitness and Propriety of Senior Management; • Annual Performance Evalution for the Board, Board Committees and Individual Director for the Financial Year Ended 31 December 2018, together with the Annual Assessment on Independence and Fitness and Propriety of Directors; • Proposed Identification of Material Risk Takers and Other Material Risk Takers within KIBB Group; • Board Succession Planning Framework; • Directors’ Remuneration and Benefits of the Group; • 2018 Annual Performance Bonus and 2019 Annual Salary Increment for the Group; • Revised Succession Plan for KRPs; • 2019 Annual Balanced Scorecards for Senior Management of KIBB; • Training Requirements for the Directors; • Results of the Assessment on the Fitness and Propriety and the Re-Appointment of Members of Shariah Committee of KIBB and their Remuneration; and • Kenanga Competency Framework — Core, Leadership, Foundational & Functional 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 and Board Committee members, wherein the NRC will recommend the appointment of suitable candidate as Director and Board Committee member 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 will undertake a rigorous assessment of potential candidates, prior to any recommendations being made 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, abilities 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. With regard to gender diversity, although, as at 31 December 2019, the Board only comprised one (1) female Director in its composition, the Board will endeavour to source for suitable female candidates for future appointment as and when changes to the Board composition are required or reviewed, in line with the Company’s business direction and strategy. CORPORATE GOVERNANCE OVERVIEW STATEMENT