KENANGA ANNUAL REPORT 2020

57 ANNUAL REPORT 2020 // KENANGA INVESTMENT BANK BERHAD The GBRC was established to support the Board in meeting the expectations on risk management as set out in BNM’s Policy Document on Risk Governance. It also assists the Board in the implementation of a sound remuneration system, by examining whether incentives provided by the remuneration system take into consideration risks, capital, liquidity and the likelihood and timing of earnings, without prejudice to the tasks of the NRC. The functions and responsibilities of the GBRC are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Employees’ Share Scheme Committee The ESS Committee comprises a majority of INEDs and chaired by an INED who is not the Chairman of the Board. The ESS Committee was established to assist the Board to administer the Employees’ Share Scheme ( “ESS” or “Scheme” ) in accordance with the By-Laws governing the Scheme as approved by the shareholders of KIBB. The main objective of the ESS, as approved by the shareholders of KIBB on 25 May 2017, is to align the employees’ interests with the long-term objectives of KIBB Group to create sustainable value enhancement for its shareholders through a high-performance culture. The roles and responsibilities of the ESS Committee which are outlined in its Terms of Reference include the determination of all questions of policy and expediency that may arise in the administration of the ESS including, amongst others, the terms of eligibility of the employees of the Company and its non-dormant subsidiaries ( “Eligible Employees” or “Eligible Persons” ), the method or manner in which the grants are made to and exercised by Eligible Employees and any conditions imposed in relation thereto, and the termination of any options, and generally the exercise of such powers and performance of such acts as are deemed necessary or expedient to promote the best interests of the Company. The functions and responsibilities of the ESS Committee are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Group Board Digital Innovation & Technology Committee The GBDITC comprises a majority of INEDs and chaired by an INED who is not the Chairman of the Board. The GBDITC was established on 29 August 2019 to support the Board in providing direction and oversight over technology-related matters as set out in BNM’s Policy Document on Risk Management in Technology. In addition to providing oversight on technology-related matters, including risks, the GBDITC also reviews, evaluates and makes appropriate recommendations to the Board for approval, proposals on technology/ digital innovations put forward by Management, in line with KIBB Group’s medium and long-term business strategy which includes the digitalisation strategy for the Group. The functions and responsibilities of the GBDITC are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Shariah Committee The Shariah Committee was established to provide objective and sound advice to the Board of KIBB to ensure that the Company’s aims and operations, business affairs and activities pertaining to its Islamic Banking Window (Skim Perbankan Islam) comply with Shariah rules and regulations as reflected in the fatwas, rulings and guidelines issued by Shariah Advisory Council of BNM and the SC. The composition of the Shariah Committee is in line with Paragraphs 13.1 to 13.5 of BNM’s Shariah Governance Policy Document except for the requirement for the Shariah Committee to comprise a minimum of three (3) members. In this regard, as BNM’s decision on the appointment(s) of new Shariah Committee members was still pending at that point in time, BNM had allowed KIBB’s Skim Perbankan Islam (Islamic Banking Window) to operate with two (2) Shariah Committee members effective from 1 November 2020. However, BNM had, subsequently on 9 April 2021, approved the appointment of an additional Shariah Committee member, namely Dr. Fadillah Mansor. With this, the Shariah Committee composition complies with BNM’s requirement of having at least here (3) members. All of the Shariah Committee members have the Shariah background except for Dr. Muhammad Arzim Naim who is from Islamic finance/ Islamic accounting practitioner’s background and whose appointment was approved by BNM. However, he has ceased to be a member of Shariah Committee since 31 October 2020. The functions and responsibilities of the Shariah Committee are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. Risk Management and Internal Control The Board is responsible for ensuring that KIBB has in place effective and comprehensive risk management policies, procedures and infrastructure to identify, measure, monitor and control the various types of risks undertaken by KIBB Group.