362 Additional Information We Are Kenanga Message From Our Leaders Our Sustainability Approach How We Are Governed Financial Statements Shareholders’ Information c. Payment of the benefits to the NEDs of the Company and its subsidiaries is made on a monthly basis and/ or as and when incurred if the proposed Ordinary Resolution 6 is passed at the 49th AGM. The Board of Directors is of the view that it is just and equitable for the NEDs to be paid the Directors’ Remuneration (excluding Directors’ fees) on a monthly basis and/ or as and when incurred, particularly after discharging their responsibilities and rendering their services to the Company and its subsidiaries throughout the Current Period. 9. Ordinary Resolution 7 - Re-Appointment of Auditors The Audit Committee of the Company (“AC”), at its meeting held on 30 January 2023, 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 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 2022 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 49th AGM, subject to the approval from Bank Negara Malaysia. Subsequent to the above, Bank Negara Malaysia had on 6 April 2023 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 2023. 10. Special Business 10.1 Ordinary Resolution 8 - Authority to Directors to Issue Shares The proposed Ordinary Resolution 8 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 26 May 2022 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. NOTICE OF FORTY-NINTH (49TH) ANNUAL GENERAL MEETING
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