KENANGA ANNUAL REPORT 2020

56 3 1 2 4 5 6 7 HOW WE ARE GOVERNED Independent Professional Advice The Directors (either individually or as a group) have access to independent professional advice, at the expense of the Company, as well as, separate and independent access to Senior Management and the Company Secretary at any point in time. Directorships in Other Companies A Director must not have competing time commitments that may impair his/ her ability to discharge his/ her duties effectively. Directors are required to notify the Board before accepting any new directorship in a public company incorporated in Malaysia and all its subsidiaries incorporated in Malaysia or otherwise. The notification should include an indication of time that will be spent on the new appointment. EFFECTIVE AUDIT AND RISK MANAGEMENT Audit Committee The AC of KIBB comprises a majority of INEDs and is chaired by an INED who is not the Chairman of the Board. Details on the AC’s composition, as well as, its members’ attendance at the ACmeetings held during the Financial Year Ended 31 December 2020 are provided on page 47 of this Annual Report and Section B of the CG Report which are available on KIBB’s website at https://kenanga.com.my/investor-relations/AGM2021. The AC is established to provide independent oversight on the Group’s internal and external audit functions, internal controls and ensuring checks and balances within the Group. The functions and responsibilities of the AC are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Internal Audit Function The Group Internal Audit ( “GIA” ) is established by the Board to provide independent and objective assurance to the Board that the established internal controls, risk management and governance processes are adequate and operating effectively and efficiently. To ensure independence and objectivity, GIA, which is headed by the Group Chief Internal Auditor ( “GCIA” ), reports independently to the AC and has no responsibilities or authority over any of the activities reviewed by GIA. The internal audit function is guided by its Audit Charter which is approved by the AC. The Audit Charter outlines amongst others, the GIA’s objectives, mission, scope, responsibility, accountability, authority, independence and objectivity, as well as, standards and ethics. An Annual Audit Plan based on the appropriate risk-based methodology has been developed and approved by the AC. On a quarterly basis, internal audit reports and status of internal audit activities including the sufficiency of GIA’s resources are presented to the AC for review. Periodic follow up reviews are conducted to ensure adequate and timely implementation of audit recommendations by Management. The GCIA is invited to attend the AC meetings to facilitate the AC’s deliberations of audit reports. The AC, pursuant to its Terms of Reference, oversees the effectiveness of the internal audit function of KIBB by: • reviewing, approving and reporting to the Board the audit scope, procedures and frequency; • reviewing and reporting to the Board key audit reports and ensuring that Senior Management is taking necessary corrective actions in a timely manner to address control weaknesses, non-compliance with laws, regulatory requirements, policies and other issues identified by GIA; • taking note of significant disagreements between the GCIA and the rest of the Senior Management team, irrespective of whether these have been resolved, in order to identify any impact such disagreements may have on the audit process or findings; • establishing a mechanism to assess the performance and effectiveness of the internal audit function; • reviewing and reporting to the Board the adequacy of scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work; and • appointing, setting compensation, evaluating the performance and deciding on the transfer and dismissal of the GCIA and of any staff member of the internal audit function at the request of the GCIA. Group Board Risk Committee The GBRC comprises a majority of INEDs and is chaired by an INED who is not the Chairman of the Board. Details on the GBRC’s composition, as well as, its members’ attendance at the GBRC meetings held during the Financial Year Ended 31 December 2020 are provided on page 47 of this Annual Report and in Section B of the CG Report which are available on KIBB’s website at https://kenanga.com.my/investor-relations/AGM2021. CORPORATE GOVERNANCE OVERV I EW STATEMENT