115 KENANGA INVESTMENT BANK BERHAD Annual Report 2022 AUDIT COMMITTEE REPORT 1. COMPOSITION 1.1 The Audit Committee (“AC”) of Kenanga Investment Bank Berhad (“KIBB”) presently comprises solely Independent Non-Executive Directors (“INED”) as follows: In maintaining the adoption of Step Up Practice 9.4 of the Malaysian Code of Corporate Governance for the AC to comprise solely of Independent Directors, the Board of Directors of KIBB, upon the recommendation of the Group Governance, Nomination & Compensation Committee (“GNC”) had, on 27 October 2022, approved the appointment of Puan Norazian Ahmad Tajuddin as a member of the AC, in place of Mr. Luk Wai Hong, William, who was re-designated from an INED to a Non-Independent Non-Executive Director of KIBB, effective from 1 November 2022. 1.2 The composition of the AC is in line with Paragraphs 15.09(1)(a) and 15.09(1)(b) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) which require the AC to comprise no fewer than three (3) members, all of whom must be Non-Executive Directors, with a majority of them being Independent Directors. Two (2) of the AC members, namely Encik Jeremy Nasrulhaq, currently the Chairman of the AC and Mr. Kanagaraj Lorenz, are members of the Malaysian Institute of Accountants and the Malaysian Institute of Certified Public Accountants respectively, in line with the requirements of the MMLR of Bursa Securities. This strengthens the effectiveness of the AC and facilitates the AC’s succession plan in terms of its membership to ensure full compliance with the relevant regulatory requirements. 1.3 The effectiveness of the AC as a whole, as well as its members individually, is assessed annually in accordance with the Board Evaluation Framework based on a set of criteria covering the areas of composition, processes and procedures, interaction with Management, as well as roles and responsibilities. Based on the assessment conducted in 2022, the Board of Directors (“Board”) is satisfied with the performance of the AC and with the manner in which the AC has discharged its roles and responsibilities as stipulated in its Terms of Reference (“TOR”), which is available at the Company’s corporate website at https://www.kenanga.com.my/investor-relations/corporate-governance. 2. AC MEETINGS HELD DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 2.1 During the Financial Year Ended 31 December 2022, the AC had convened seven (7) meetings. The meetings were appropriately structured where members were given the agenda and sufficient notification. The AC meetings were of adequate length to allow the AC to accomplish its agenda with sufficient time to discuss emerging issues. In view of the adherence to the internal Standard Operating Procedure (“SOP”) put in place due to the COVID-19 pandemic in the first (1st) half of year 2022, four (4) AC meetings were held fully virtual via Microsoft TEAMS Video Conferencing. In line with the revised internal SOP issued in the second (2) quarter of 2022, three (3) AC meetings were held in a hybrid format. The AC conducted its meeting in an open and constructive communication mode and encouraged focused discussion, questioning and expressions of differing opinions. Encik Jeremy Nasrulhaq Chairman, Senior INED Puan Norazian Ahmad Tajuddin Member, INED Mr. Kanagaraj Lorenz Member, INED 1 2 3
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