KENANGA ANNUAL REPORT 2019

H OW W E A R E G O V E R N E D 1 2 3 4 5 57 6 7 DIRECTORS’ RESPONSIBILITY STATEMENT IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS (Pursuant to Paragraph 15.26(a) of the MMLR) The Board is fully accountable for ensuring that the Audited Financial Statements are prepared in accordance with the Companies Act 2016 and the applicable approved accounting standards set out by the Malaysian Accounting Standards Board so as to present a true and fair view of the state of affairs of the Group and of the profit and loss and cash flow as at end of the accounting period. In preparing the Audited Financial Statements, the Directors are satisfied that the applicable approved accounting standards in Malaysia have been complied with reasonable and prudent judgment and estimates have been made. The Audited Financial Statements are also prepared on a going concern basis, as the Board has a reasonable expectation, after having made enquiries that the Group has adequate resources, to continue its operational existence in the foreseeable future. ADDITIONAL INFORMATION Audit and Non-Audit Fees The details of the audit and non-audit fees payable to the External Auditors, Messrs. Ernst & Young PLT (“ EY ”) and its affiliates, for the Financial Year Ended 31 December 2019 are provided below. Group (RM) KIBB (RM) Statutory Audit 522,700 335,000 Audit/ Assurance Related 60,016 60,016 Non-Audit Fees – EY Assurance Team 95,500 33,000 Non-Audit Fees – EY Tax Team 112,500 47,500 Total Non-Audit 208,000 80,500 Grand Total 790,716 475,516 Related Party Transactions (“RPTs”) and Recurrent Related Party Transactions (“RRPTs”) RPTs and/ or RRPTs entered into by the Company and/ or KIBB Group are reviewed by the AC during its quarterly meetings to ensure compliance with the MMLR. Details of these transactions are set out under Note 36 of the Financial Statements section appearing on pages 224 to 227 of this Annual Report. Material Contracts Involving Interests of Directors, GMD or Major Shareholders There were no material contracts entered into by the Company or its subsidiary companies involving the interests of the Directors, GMD or major shareholders which still subsisted at the end of the Financial Year Ended 31 December 2019. Utilisation of Proceeds Raised from Corporate Proposals There was no new fund raising corporate exercise during the Financial Year Ended 31 December 2019. The proceeds from the previous issuance of Subordinated Notes under the RM250 million in nominal value Tier 2 Subordinated Note Programme which was established on 27 March 2017 are being utilised by the Company for working capital requirement. Details on the outstanding subordinated notes under the programme are set out under Note 26 of the Financial Statements section appearing on page 215 of this Annual Report. Employees’ Share Scheme After obtaining the shareholders’ approval at an EGM held on 25 May 2017, KIBB had, on 21 September 2017, established and implemented an Employees’ Share Scheme (“ ESS ” or “ the Scheme ”) of up to 10% of its total issued share capital (excluding treasury shares) at any one time during the duration of the Scheme for the eligible employees and Executive Directors of KIBB and its non- dormant subsidiary companies which will be valid for a period of five (5) years from its commencement date. The ESS may be extended for a further period of five (5) years. CORPORATE GOVERNANCE OVERVIEW STATEMENT