361 KENANGA INVESTMENT BANK BERHAD Annual Report 2022 For the purpose of determining the eligibility of the Directors to stand for re-election at the 49th AGM, the Board of Directors through its Group Governance, Nomination & Compensation Committee (“GNC”) had assessed each of the retiring Directors, and considered the following: a. The Director’s performance and contribution based on the outcome of the performance evaluation conducted on the Board of Directors, Board Committees and Individual Directors; b. The Director’s level of contribution to the Board of Directors’ deliberations through his/ her skills, experience and strength in qualities; c. The level of independence demonstrated by the Director, and his/ her ability to act in the best interests of the Company in decisionmaking; and d. The Director’s fitness and proprietary in line with the fit and proper criteria as stated under Clause 6.1.5 of the Board Succession Planning Framework for Kenanga Group. Based on its assessment, the GNC had, at its meeting on 28 February 2023, recommended the election/ re-elections of the aforementioned Directors to be put forth to the Shareholders for approval at the forthcoming AGM. The GNC’s recommendation was approved by the Board of Directors at its meeting on 6 March 2023. The profiles of Encik Jeremy Nasrulhaq, Puan Norazian Ahmad Tajuddin and Mr. Kanagaraj Lorenz can be found in the 2022 Annual Report of the Company. 6. Directors’ Remuneration Section 230(1) of the Companies Act 2016 provides amongst others, that “the fees” of the directors and “any benefits” payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board of Directors has agreed that the Shareholders’ approval shall be sought at the 49th AGM on the Directors’ remuneration in two (2) separate resolutions as follows: a. Ordinary Resolution 5 on payment of Directors’ fees in respect of the Financial Year Ended 31 December 2022; and b. Ordinary Resolution 6 on payment of Directors’ benefits from 26 May 2023 to the next AGM in 2024 (“Current Period”). 7. Directors’ Fees The payment of the fees to the Non-Executive Chairman and Non-Executive Directors (“NEDs”) in respect of the Financial Year Ended 31 December 2022 will only be paid if the proposed Ordinary Resolution 5 is passed at the 49th AGM pursuant to Section 230(1)(b) of the Companies Act 2016. 8. Benefits Payable to the NEDs a. The benefits payable to the NEDs comprise the allowances and other emoluments payable to the Chairman and members of the Board of Directors of the Company and its subsidiaries, as well as the Board Committees. b. The current Directors’ remuneration framework of the Company is as set out below. Description Chairman Board Members Benefits (applicable to the Company only) Leave passage, driver, car, medical benefits and other claimable benefits Medical benefits Type of Meeting Chairman (per meeting) NED/ Member (per meeting) Board of Directors’ Meeting RM2,000 RM2,000 General Meeting RM2,000 RM2,000 Board Committee Meeting RM2,000 RM2,000 NOTICE OF FORTY-NINTH (49TH) ANNUAL GENERAL MEETING
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