KENANGA ANNUAL REPORT 2020

42 3 1 2 4 5 6 7 HOW WE ARE GOVERNED BOARD LEADERSHIP AND EFFECTIVENESS Board Responsibilities The Board is charged with leading and guiding the Company in an effective and responsible manner. Each Director has a legal duty to act in the best interest of the Company. The Directors, collectively and individually, are aware of their responsibilities to the shareholders and stakeholders for the manner in which the affairs of the Company are managed. The Board sets the Company’s values and standards and ensures that its obligations to its shareholders and other stakeholders which include the regulators, business partners, clients, employees, suppliers and vendors, are clearly understood and adhered to. The Board reserves full decision-making power, notwithstanding any delegation of authority to the Management or Committees, on matters relating to amongst others, strategies, business plans and budget; significant policies; conflict of interest issues relating to substantial shareholder and/ or a Director; material acquisitions or disposals of assets not in the ordinary course of business; investment in capital projects; authority levels; risk management policies; as well as, key human resource issues. The Board reserved matters are also reflected in the Board Charter. The roles and responsibilities of the Board are clearly defined in the Board Charter which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Board Reserved Matters The Board’s key activities during the financial year included amongst others, reviewing, deliberating, recommending and approving where appropriate, key matters as outlined below. Strategy/ Financials • Budget and Business Plan for KIBB Group for the Financial Year Ending 31 December 2021 • Updates on Budget 2020 • Proposals on New Investments/ Business Collaborations/ New Business Initiatives • Monthly Management Accounts • Quarterly Financial Results • Write-Off of Impaired Equity Accounts • Audited Financial Statements for the Financial Year Ended 31 December 2019 and the Reports for the Directors and Auditors • Interim Dividend for Financial Year Ended 31 December 2019 • Re-Appointment of External Auditors • Report on Non-Budgeted Expenditure Exceeding RM100,000 • Reports on Associate and Joint Venture Companies • Renewal of Solvency Statement in Relation to the Share Buyback Exercise • Increase in Issuance Limit from RM25 Million to RM100 Million for Tier 2 Subordinated Notes Under the Tier 2 Subordinated Note Programme • Provision of Financial Support and Contingency Funding for Subsidiaries • Establishment of New Branches and/or Closures of Branches • Plant and Equipment Write-Off • Change in Shareholding of Kenanga Capital Islamic Sdn Bhd Risk, Compliance and Oversight • Monthly Regulatory Reports • Assessment on Compliance with the Guidelines on Adequate Procedures Issued Pursuant to Section 17A of the Malaysian Anti-Corruption Commission Act 2009 • Whistleblowing Framework: Enhancing and Evaluating Staff’s Understanding with Kenanga’s Whistleblowing Video and Quiz • Report on Staff Survey on Embracing of the New Normal under COVID-19 Pandemic • Execution of Revised International Swap and Derivatives Association Agreement with Other Banks CORPORATE GOVERNANCE OVERV I EW STATEMENT