360 Kenanga Investment Bank Berhad Annual Report 2021 Our Sustainability Approach About This Report We Are Kenanga Message From Chairman and GMD 9. Ordinary Resolution 6 - Re-Appointment of Auditors The AC, at its meeting held on 25 January 2022, had undertaken an annual assessment of the performance and independence of the External Auditors, Ernst & Young PLT in accordance with Section 67(1) of the Financial Services Act 2013 and Section 76(1) of the Islamic Financial Services Act 2013. Based on the assessment, the AC had recommended to the Board of Directors for approval, the re-appointment of Ernst & Young PLT as the Company’s External Auditors, given that Ernst & Young PLT had fulfilled all the qualifications criteria set out in Bank Negara Malaysia’s Policy Document on External Auditor in terms of its performance, as well as independence. The assessment conducted had taken into consideration the following factors: a. Level of knowledge, capabilities, experience and quality of previous work; b. Level of engagement with the AC/ Board of Directors; c. Ability to provide constructive observations, implications and recommendations in areas which require improvements; d. Appropriateness of audit approach and the effectiveness of audit planning; e. Ability to perform the audit work within the agreed duration given; f. Non-audit services rendered by the External Auditors to KIBB Group did not impede independence; and g. Ability of the External Auditors to demonstrate unbiased stance when interpreting the standards/ policy adopted by the Company. The Board of Directors had also noted that the AC when assessing the proposal on Ernst & Young PLT’s re-appointment, had also taken into consideration the 2021 Transparency Report tabled by Ernst & Young PLT, outlining the audit firm’s legal and governance structures, measures to uphold audit quality and manage risks, as well as measurements of audit quality indicators. In terms of its independence, Ernst & Young PLT had confirmed that it was independent of KIBB Group and KIBB in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants and the International Code of Ethics for Professional Accountants (including International Independence Standards). Based on the assessment, the Board of Directors had concurred with the AC’s recommendation and concluded that Ernst & Young PLT had fulfilled all the qualification criteria set out in Bank Negara Malaysia’s Policy Document on External Auditor in terms of its performance and independence and further recommended the same to the Shareholders for approval at the 48th AGM, subject to the approval from Bank Negara Malaysia. Subsequent to the above, Bank Negara Malaysia had on 7 March 2022 granted its approval for the re-appointment of Ernst & Young PLT as KIBB Group’s External Auditors and Ms. Ng Sue Ean as the Engagement Partner and the appointment of Mr. Brandon Bruce Sta Maria as the Concurring Partner for the Financial Year Ending 31 December 2022. 10. Special Business 10.1 Ordinary Resolution 7 - Authority to Directors to Issue Shares The proposed Ordinary Resolution 7 is a renewal of the general mandate pursuant to Section 75 and Section 76 of the Companies Act 2016 obtained from Shareholders of the Company at the previous AGM held on 10 June 2021 and, if passed, will give powers to the Board of Directors to issue ordinary shares in the share capital of the Company up to an aggregate amount not exceeding ten percent (10%) of the total number of issued shares of the Company for the time being. This general mandate, unless revoked or varied at a general meeting, will expire at the next AGM. The general mandate from Shareholders is to provide the Company the flexibility to undertake any share issuance during the financial year without having to convene a general meeting. The rationale for this proposed mandate is to allow for possible share issue and/ or fund raising exercises including placement of shares for the purpose of funding current and/ or future investment project, working capital and/ or acquisitions, as well as in the event of any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on urgent basis and thereby reducing the administrative time and costs associated with the convening of additional Shareholders’ meeting(s). In any event, the exercise of the mandate is only to be undertaken if the Board of Directors considers it to be in the best interest of the Company. The general mandate obtained from the Shareholders of the Company at the previous AGM held on 10 June 2021 had not been utilised and hence, no proceed was raised therefrom.
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