KENANGA ANNUAL REPORT 2019

H OW W E A R E G O V E R N E D 1 2 3 4 5 51 6 7 2. Senior Management In July 2015, the Board had, upon the NRC’s recommendation, approved the Talent and Succession Management Framework and Methodology for the Group, which aims at ensuring ready successors for leadership positions capable of driving business growth and achieving the Group’s strategic business plan, ensuring a pool of qualified and competent staff prepared and ready to fill up critical positions within the Group as and when required; and ensuring effective development, engagement and retention of high potential employees. Non-Executive Directors’ Remuneration Framework The Company aims to set remuneration levels which are sufficient to attract and retain the Directors needed to operate the Company successfully, taking into consideration all relevant factors including the functions, workload and responsibilities involved, but without excessively overpaying to achieve its goal. With regard to the level of remuneration of the GMD and Senior Management personnel, it is determined by the NRC after giving due consideration to compensation levels of comparable positions of other similar companies in Malaysia. The NRC carries out the annual review of the overall remuneration policy for Directors, the GMD and Senior Management whereupon recommendations are submitted to the Board for approval. The NRC also reviews annually the performance of the GMD, Chief Executive Officers of the subsidiaries of the Company, as well as Senior Management and make appropriate recommendations to the Board for approval accordingly. The remuneration of GMD and Senior Management are made up of two (2) components i.e. fixed basic salary and a variable component comprising the annual discretionary performance bonus and share awards under the Employees’ Share Scheme. The share awards will only be vested upon the GMD and Senior Management meeting the agreed Key Performance Indicators. Details of such share awards are set out in Note 55 of the Financial Statements section of this Annual Report. For the Financial Year Ended 31 December 2019, the Directors and Shariah Committee Members are paid the following annual fee and meeting allowance for each meeting of the Board, Board Committee or Shariah Committee that they have attended, respectively: Fees Financial Year Ended 31 December 2019 Chairman of the Board RM440,000.00 Deputy Chairman of the Board RM390,000.00 Director RM270,000.00 Chairman of Shariah Committee RM54,000.00 Chairman of AC/ NRC/ GBRC/ GBDITC RM40,000.00 Member of AC/ NRC/ GBRC/ GBDITC RM30,000.00 Member of Shariah Committee* RM49,000.00 RM43,000.00 RM45,000.00 RM6,000.00 * The annual fee for the Financial Year Ended 31 December 2019 are based on the number of years served as a Shariah Committee member, as well as the scope of roles and responsibilities being undertaken. Type of Meeting Allowance Chairman Member Per Meeting Board Meeting RM2,000.00 RM2,000.00 General Meeting of the Company RM2,000.00 RM2,000.00 AC/ NRC/ GBRC/ GBDITC/ ESS Committee Meeting RM2,000.00 RM2,000.00 Shariah Committee Meeting RM500.00 RM500.00 The payment of Directors’ fees will be made after obtaining the shareholders’ approval at the Annual General Meeting (“ AGM ”). CORPORATE GOVERNANCE OVERVIEW STATEMENT