KENANGA ANNUAL REPORT 2019

H OW W E A R E G O V E R N E D 1 2 3 4 5 53 6 7 Board Performance Evaluation In line with the requirements of the MMLR, BNM’s Policy Document on Corporate Governance and the recommendations of the MCCG, the performance and contribution of the Board, Board Committees and individual Directors are assessed annually in accordance with the Board Evaluation Framework approved by the Board. This performance evaluation aims to objectively improve the effectiveness, maximise strengths and address weaknesses of the Board, Board Committees, as well as individual Directors, if any. It enables the Board to assess how they are performing and identify how certain elements of their performance may be improved. Individual Director’s performance evaluation is also aimed at assessing whether each Director continues to contribute effectively and is able to demonstrate commitment to the role, including commitment of time for the Board and Board Committee meetings and any other duties. The performance evaluation was conducted using the self- assessment method for the Board and Board Committees and a combination of self-assessment and peer assessment method for individual Directors, based on pre-determined criteria covering key areas in line with the Board Charter, as well as the Terms of Reference of the Board Committees. The Board’s effectiveness was assessed in the areas of its structure, operations and interaction, roles and responsibilities, strategy and planning, financial overview, performance management, human capital management, risk management and internal control, shareholders communication and investor relations and understanding of the Board Committees’ roles. Arising from the Board members’ feedback obtained from the Board performance evaluation, certain steps have been taken to enhance the Board’s processes particularly in areas relating to strategy setting and formulation of business plan, as well as annual budget for the Group. Independent Professional Advice The Board has a procedure for Directors (either individually or as a group) to have access to independent professional advice, at the expense of the Company, as well as separate and independent access to Senior Management and Company Secretary at any point in time. Directorships in Other Companies A Director must not have competing time commitments that may impair his/ her ability to discharge his/ her duties effectively. Directors are required to notify the Board before accepting any new directorship in a public company incorporated in Malaysia and all its subsidiaries incorporated in Malaysia or otherwise. The notification should include an indication of time that will be spent on the new appointment. EFFECTIVE AUDIT AND RISK MANAGEMENT Audit Committee The AC of KIBB comprises a majority of INEDs and is chaired by an INED who is not the Chairman of the Board. Details on the AC’s composition, as well as, its members’ attendance at the AC meetings during the Financial Year Ended 31 December 2019 are provided in this Annual Report and Section B of the CG Report which is available on KIBB’s website at https://kenanga.com.my/investor-relations/AGM2020. The AC is established to provide independent oversight of the Group’s internal and external audit functions, internal controls and ensuring checks and balances within the Group. The functions and responsibilities of the AC are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Internal Audit Function The Group Internal Audit (“ GIA ”) is established by the Board to provide independent and objective assurance to the Board that the established internal controls, risk management and governance processes are adequate and operating effectively and efficiently. To ensure independence and objectivity, GIA, which is headed by the Group Chief Internal Auditor (“ GCIA ”), reports independently to the AC and has no responsibilities or authority over any of the activities it reviews. The internal audit function is guided by its Audit Charter which is approved by the AC. The Audit Charter outlines amongst others, the GIA’s objectives, mission, scope, responsibility, accountability, authority, independence and objectivity, as well as standards and ethics. CORPORATE GOVERNANCE OVERVIEW STATEMENT