KENANGA ANNUAL REPORT 2020

339 ANNUAL REPORT 2020 // KENANGA INVESTMENT BANK BERHAD 4. Ordinary Resolution 1 - Re-Election of Director Who Retires in Accordance with Clause 84 of the Company’s Constitution Clause 84 of the Constitution provides amongst others, that the Board of Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an additional Director to the existing Board of Directors and any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election. Accordingly, YAM Tan Sri Dato’ Seri Syed Zainol Anwar Ibni Syed Putra Jamalullail who was appointed as the Chairman and Independent Non-Executive Director of the Company on 1 July 2020, shall hold office until the Forty-Seventh (47 th ) AGM and shall then be eligible for re-election pursuant to Article 84 of the Company’s Constitution. The profile of YAM Tan Sri Dato’ Seri Syed Zainol Anwar Ibni Syed Putra Jamalullail can be found in the Annual Report 2020 of the Company. 5. Ordinary Resolutions 2 to 4 - Re-Elections of Directors Who Retire in Accordance with Clause 78 of the Company’s Constitution Clause 78 of the Constitution provides that one-third (1/3) of the Directors of the Company for the time being shall retire by rotation at an AGM of the Company. Pursuant thereto, three (3) Directors of the Company, namely Jeremy Nasrulhaq, Norazian Ahmad Tajuddin and Kanagaraj Lorenz, shall retire in accordance with Clause 78 of the Company’s Constitution. For the purpose of determining the eligibility of the Directors to stand for re-election at the Forty-Seventh (47 th ) AGM, the Board of Directors through its Group Governance, Nomination & Compensation Committee (Formerly Known as Group Nomination & Remuneration Committee) had assessed each of the retiring Directors, and considered the following: a. The Director’s performance and contribution based on the outcome of the performance evaluation conducted on the Board of Directors, Board Committees and Individual Directors; b. The Director’s level of contribution to the Board of Directors’ deliberations through his/ her skills, experience and strength in qualities; and c. The level of independence demonstrated by the Director, and his/ her ability to act in the best interests of the Company in decision-making. The profiles of Jeremy Nasrulhaq, Norazian Ahmad Tajuddin and Kanagaraj Lorenz, can be found in the Annual Report 2020 of the Company. 6. Directors’ Remuneration Section 230(1) of the Companies Act 2016 provides amongst others, that “the fees” of the directors and “any benefits” payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board of Directors has agreed that the shareholders’ approval shall be sought at the Forty-Seventh (47 th ) AGM on the Directors’ remuneration in two (2) separate resolutions as follows: a. Ordinary Resolution 5 on payment of Directors’ fees in respect of the Financial Year Ended 31 December 2020; and b. Ordinary Resolution 6 on payment of Directors’ benefits from 11 June 2021 to the next AGM in 2022 ( “Current Period” ). 7. Directors’ Fees The payment of the fees to the Non-Executive Chairman, Non-Executive Deputy Chairman and Non-Executive Directors ( “NEDs” ) in respect of the Financial Year Ended 31 December 2020 will only be made if the proposed Ordinary Resolution 5 is passed at the Forty-Seventh (47 th ) AGM pursuant to Section 230(1)(b) of the Companies Act 2016. 8. Benefits Payable to the NEDs 8.1 The benefits payable to the NEDs comprise the allowances and other emoluments payable to the Chairman, Deputy Chairman and members of the Board of Directors of the Company and its subsidiaries, as well as the Board Committees. 8.2 The current Directors’ remuneration framework of the Company is as set out below. Description Chairman Deputy Chairman Board Members Benefits (applicable to the Company only) Leave passage, driver, car, medical benefits and other claimable benefits Golf club membership, car, medical benefits and other claimable benefits Medical benefits Type of Meeting Allowance (per meeting) Chairman NED/ Member Board of Directors’ Meeting RM2,000 RM2,000 General Meeting RM2,000 RM2,000 Board Committee Meeting RM2,000 RM2,000 8.3 Payment of the benefits to the NEDs of the Company and its subsidiaries is made on a monthly basis and/ or as and when incurred if the proposed Ordinary Resolution 6 is passed at the Forty-Seventh (47 th ) AGM. The Board of Directors is of the view that it is just and equitable for the NEDs to be paid the Directors’ Remuneration (excluding Directors’ fees) on a monthly basis and/ or as and when incurred, particularly after discharging their responsibilities and rendering their services to the Company and its subsidiaries throughout the Current Period.