KENANGA ANNUAL REPORT 2019

H OW W E A R E G O V E R N E D 1 2 3 4 5 55 6 7 are made to and exercised by Eligible Employees and any conditions imposed in relation thereto, and the termination of any options, and generally the exercise of such powers and performance of such acts as are deemed necessary or expedient to promote the best interests of the Company. The functions and responsibilities of the ESS Committee are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Group Board Digital Innovation & Technology Committee The GBDITC comprises a majority of INEDs and chaired by an INED who is not the Chairman of the Board. The GBDITC was established on 29 August 2019 to support the Board in providing direction and oversight over technology-related matters as set out in BNM’s Policy Document on Risk Management in Technology. In addition to providing oversight on technology-related matters, including risk, the GBDITC also reviews, evaluates and makes appropriate recommendations to the Board for approval, proposals on technology/ digital innovations put forward by Management, in line with KIBB Group’s medium and long term business strategy which shall include the digitalisation strategy for the Group. The functions and responsibilities of the GBDITC are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Shariah Committee The Shariah Committee was established to provide objective and sound advice to the Board of KIBB to ensure that the Company’s aims and operations, business affairs and activities pertaining to its Islamic Banking Window (Skim Perbankan Islam) are in compliance with Shariah rules and regulations as reflected in the fatwas, rulings and guidelines issued by Shariah Advisory Council of BNM and the SC. The composition of the Shariah Committee is in line with Paragraphs 13.1 to 13.5 of BNM’s Shariah Governance Policy Document which requires the Shariah Committee, at a minimum, to comprise at least three (3) members. All Shariah Committee members have the Shariah background except for Dr. Muhammad Arzim Naim who is from Islamic finance/ Islamic accounting practitioner’s background and whose appointment has been approved by BNM. The functions and responsibilities of the Shariah Committee are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Risk Management and Internal Control The Board is responsible for ensuring that KIBB has in place effective and comprehensive risk management policies, procedures and infrastructure to identify, measure, monitor and control the various types of risks undertaken by KIBB Group. In discharging this responsibility, the Board approves and periodically reviews the risk management capabilities of KIBB Group to ensure their ability to support KIBB Group’s business activities and any expansion thereof. It is important to emphasise that the ultimate responsibility for ensuring a sound internal control system and reviewing the effectiveness of the system lies with the Board. The Group’s inherent system of internal control is designed to manage, rather than eliminate, the risk of failure to achieve the Group’s corporate objectives, as well as to safeguard the shareholders’ investments and the Group’s assets. Details of KIBB Group’s internal control system and risk management framework are set out in the Statement on Risk Management and Internal Control in this Annual Report. INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS Audit Committee to Ensure Compliance with Financial Reporting Standards At the Board meetings, the Board reviews the Management reports on the business performance of KIBB, as well as its major subsidiaries, associate and joint-venture companies and reviews, inter-alia, the analysis of financial performance in comparison as compared to the preceding month and year-to-date. CORPORATE GOVERNANCE OVERVIEW STATEMENT