KENANGA ANNUAL REPORT 2020

44 3 1 2 4 5 6 7 HOW WE ARE GOVERNED Governance • Review of Compositions of Board and Board Committees • Reports by Board Committees on Matters Discussed at the Respective Board Committees’ Meetings • Assessment on the Fitness and Propriety and Re-Appointment of Members of Shariah Committee of KIBB and Review of Their Remuneration • Proposed Revision of KIBB’s Shariah Committee’s Terms of Reference and Remuneration • Annual Performance Evaluation for the Board, Board Committees and Individual Directors for the Financial Year Ended 31 December 2019 • Directors’ Training Calendar for 2020 • Status Report on KIBB Group Directors’ Training for 2019/ 2020 • Remuneration and Benefits for Directors of the Group • Notification by Directors and Principal Officers in Relation to Dealings in the Securities of KIBB • Declaration of Interest by a Director Pursuant to Section 221 of the Companies Act 2016 • Directors and Officers Liability Insurance • Establishment of the Corporate Finance Senior Officer Committee Pursuant to the Securities Commission Malaysia’s Guidelines on Submission of Corporate and Capital Market Product Proposals • Issuance of Bonus Shares by Kenanga Futures Sdn Bhd • Key Human Resource Matters - Review of the List of Management Key Responsible Persons ( “KRPs” ) of KIBB Group as at 1 January 2020 - Review of the List of KIBB Group’s Management KRPs’ Employment Contracts Expiring in Year 2020 - New Appointment, Review and Renewal of Contract of Appointment of Management KRPs - 2019PerformanceAppraisal andAnnual Assessment on Fit and Proper for Management KRPs - Renewal of Group Staff Insurance Policies for 2021 - Progress Report on Implementation of Asian Institute of Chartered Bankers Certifications for KIBB - 2020 Balanced Scorecards for Management KRPs - Proposals in Relation to Employees’ Share Scheme - 2019 Performance Bonus and 2020 Annual Salary Increment - Management KRPs’ Succession Plan - Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Binti Tengku Ismail as KIBB’s Adviser - Identification and Updating of the List of Material Risk Takers and List of Other Material Risk Takers within KIBB Group CORPORATE GOVERNANCE OVERV I EW STATEMENT Roles of Chairman and Group Managing Director (“GMD”) The Company aims to ensure a balance of power and authority between the Chairman and the GMD with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of the Chairman and the GMD are separated and their roles and responsibilities are clearly defined and formally documented in the Board Charter. Whilst the Chairman is responsible for leading the Board in setting the values and standards of the Company, as well as, maintaining a relationship of trust with and between Management and Non-Executive Directors, the GMD, on the other hand, is entrusted with the executive responsibility for the day-to-day management of the business which includes developing the strategic direction of the Company for review and approval by the Board and ensuring that the Company’s strategies and corporate policies as approved by the Board are effectively implemented with the assistance of the Management team. In fulfilling this role, he is given certain powers to execute transactions, guided by the internal rules and procedures and in accordance with the threshold set in the Group Approving Authority Framework.