87 How We Are Governed Financial Statements Shareholders’ Information Additional Information • Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Binti Tengku Ismail as Adviser of KIBB • Appointment of the GMD of KIBB as a Member of the Market and Development Committee of Bursa Malaysia • Review of Compositions of the Board and Board Committees of KIBB and Its Subsidiaries • Annual Performance Review and Assessment on the Fitness and Propriety of Management KRPs • Annual Performance Evaluation for the Board, Board Committees and Individual Directors for the Financial Year Ended 31 December 2020, Together with the Annual Assessment on Independence and Fitness and Propriety of Directors • Updated List of Material Risk Takers and List of Other Material Risk Takers within KIBB Group • Remuneration and Benefits for Directors of KIBB Group • Directors Training Calendar for 2021 and Status Report on KIBB Group’s Directors Training for 2020/2021 • 2020 Annual Performance Bonus and 2021 Annual Salary Increment for the Group • Review of Management KRPs’ Succession Plan • 2021 Annual Balanced Scorecards for Management KRPs • Assessment on the Fitness and Propriety and the ReAppointment of Members of the Shariah Committee of KIBB and their Remuneration • Revision to the Terms of Reference of GNC • KIBB’s Performance Share Plan Award • Proposal in Relation to Employees’ Share Option Scheme • Guidance on Conduct of Fraud and Corruption Risk Assessment • Assessment on Kenanga Group’s Compliance with the SC’s Observations and Good Practices Relating to Compliance with Corporate Liability Provision (Section 17A of the Malaysian Anti-Corruption Commission Act 2009) • Status of Application and Adoption of Practices and StepUp Practices of the MCCG • SC: Corporate Governance Strategic Priorities 2021 – 2023 and Corporate Governance Monitor 2021 • KIBB’s Sustainability Plan • Review of Response to BNM’s Climate Risk Survey Board Appointment Framework The Board, via the GNC, has put in place a formal and transparent framework governing the appointments of new Directors and Board Committee members, wherein the GNC will recommend the appointment of suitable candidate as Director and Board Committee member of the Company and its subsidiaries, to the Board for approval. With regard to skills and experience, a skills matrix review processes had been put in place whereby the GNC will undertake a rigorous assessment of potential candidates, prior to making any recommendations to the Board for appointment of a new Director. During the Financial Year Ended 31 December 2021, the Board composition was changed arising from the resignation of Datuk Syed Ahmad Alwee Alsree and Dato’ Richard Alexander John Curtis, who were the representatives of Cahya Mata Sarawak Berhad (“CMS”), a major shareholder of KIBB, on 11 June 2021, reducing the number of Directors from nine (9) to seven (7). Subsequently, upon the GNC’s recommendation, the Board of KIBB had, on 9 December 2021, approved the appointment of Mr. Choy Khai Choon, a new representative of CMS, as a NINED of KIBB effective from 13 December 2021. Notwithstanding these changes, the Board composition still complies with the aforementioned regulatory requirements on Independent Directors. In addition to the above, following the retirement of Encik Izlan Izhab, the former Chairman and Senior Independent Director of KIBB in December 2020, upon the GNC’s recommendation, the Board had, in July 2021, approved the designation of Encik Jeremy Nasrulhaq as the new Senior Independent Director of KIBB, taking into consideration his extensive experience serving in a public listed company and the Board Nomination and Remuneration Committee, the Whistleblowing Independent Committee, Board Audit Committee and Board Finance & Investment Committee, as well as his active involvement as the Chairman/ Member of various committees of the Malaysian Institute of Accountants and a few industry organisations such as the Malaysian International Chamber of Commerce and Industry and the Federation of Malaysian Manufacturers. As a Senior Independent Director, Encik Jeremy Nasrulhaq will act as a sounding board for the Chairman and serve as an intermediary for the other Directors where necessary, as well as be available as a point of contact for shareholders.
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