70 Additional Information We Are Kenanga Leadership Message Our Sustainability Approach How We Are Governed Financial Statements Shareholders’ Information GOVERNANCE • Appointment of KIBB’s Representative on the Board of Directors of Its Associate Company • Proposed Revision to the Composition of the Management Committees and Shariah Committee • Key Human Resource Matters o Employees’ Share Grant Scheme o Review of the List of Management Key Responsible Persons (“KRPs”) of KIBB Group as at 1 January 2022 o Review of the List of KIBB Group’s Management KRPs’ Employment Contracts Expiring in 2022 o New Appointment, Review and Renewal of Contract of Appointment of Management KRPs o 2021 Performance Appraisal and Annual Assessment on Fit and Proper for GMD, Group Chief Regulatory and Compliance Officer, Management KPRs, Head of Group Compliance (only Performance Appraisal) and Group Company Secretary o Renewal of Group Staff Insurance Policies for 2023 o 2022 Balanced Scorecards for Management KRPs o Proposals in Relation to Employees’ Share Option Scheme o 2021 Performance Bonus and 2022 Annual Salary Increment o Review of Management KRP’s Succession Plan o Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Binti Tengku Ismail as Adviser of KIBB o Identification and Updating of the List of Material Risk Takers and List of Other Material Risk Takers within KIBB Group o Creation of the Group Chief Sustainability Officer (“CSO”) Position and Appointment of Ms. Chuah Sze Phing as Group CSO and Head of Group Marketing & Communications of KIBB o Changes in Employment Act 1955 (Amendment 2022) and Proposal to Review Kenanga Group HR Policies and Terms & Conditions of Employment Impacted by the Changes, Where Applicable o Appointment of New Group Executive Committee Member Separation of the Roles of Chairman and GMD The Company aims to ensure a balance of power and authority between the Chairman and the GMD with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of the Chairman and the GMD are separated and their roles and responsibilities are clearly defined and formally documented in the Board Charter. Whilst the Chairman is responsible for leading the Board in setting the values and standards of the Company, as well as maintaining a relationship of trust with and between Management and Non-Executive Directors, the GMD, on the other hand, is entrusted with the executive responsibility for the day-to-day management of the business which includes developing the strategic direction of the Company for review and approval by the Board and ensuring that the Company’s strategies and corporate policies as approved by the Board are effectively implemented with the assistance of the Management team. In fulfilling this role, the GMD is given certain powers to execute transactions, guided by the internal rules and procedures and in accordance with the threshold set in the Group Approving Authority Framework. Board Composition The Board of KIBB currently comprises the following eight (8) members, five (5) of whom are Independent Non-Executive Directors (“INED”) and the remaining three (3) are Non-Independent Non-Executive Directors (“NINED”): YAM TAN SRI DATO’ SERI SYED ANWAR JAMALULLAIL Chairman, INED ENCIK ISMAIL HARITH MERICAN NINED MR. LUK WAI HONG, WILLIAM NINED ENCIK JEREMY NASRULHAQ Senior INED PUAN NORAZIAN AHMAD TAJUDDIN INED MR. KANAGARAJ LORENZ INED MR. CHOY KHAI CHOON NINED MADAM CHIN SIEW SIEW INED CORPORATE GOVERNANCE OVERVIEW STATEMENT
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