72 Additional Information We Are Kenanga Leadership Message Our Sustainability Approach How We Are Governed Financial Statements Shareholders’ Information Tenure of Independent Directors In compliance with BNM’s Policy Document on Corporate Governance and as set out in KIBB’s Board Charter, the tenure of an INED should not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, an INED may continue to serve on the Board as a NINED subject to BNM’s prior approval being obtained. Based on the current Board composition, none of the INED’s tenure exceeds nine (9) years. Notwithstanding the aforementioned, as deliberated by the Board of KIBB at its meeting on 29 July 2021 on the application and adoption of Practices and Step-Up Practices of the revised MCCG, moving forward and in the spirit of the MCCG, Clause 3.3 of KIBB’s Board Charter which allows for extension of an INED’s tenure beyond the nine (9) years, would be revised to incorporate a formal policy which limits the tenure of an INED to nine (9) years without further extension in line with the MCCG’s Step Up Practice 5.4. The profile of each Director is available on pages 48 to 55 of this Annual Report. Board and Board Committee Meetings In 2022, eleven (11) Board meetings were held, two (2) of which were special meetings which were convened to consider urgent proposals that required the Board’s expeditious review and deliberation. As stipulated in the Board Charter and the Constitution of the Company, a Director of the Company must attend at least 75% of the Board meetings held during the financial year, in line with the requirement of BNM’s Policy Document on Corporate Governance. During the Financial Year Ended 31 December 2022, most of the Directors of the Company attended 100% of the Board meetings convened, demonstrating a strong commitment and dedication of the Board members in fulfilling and discharging their respective roles and responsibilities as Directors of the Company. Following Malaysia’s reopening of its international borders on 1 April 2022 as it began the transition to COVID-19 endemic phase, KIBB had likewise, slowly transitioned all of its Board and Board Committees meetings to hybrid and/or physical mode. The Directors’ attendance at Board and Board Committee meetings held during the Financial Year Ended 31 December 2022 are provided below. Board Number of Meetings Name of Director Held(1) Attended Percentage (%) YAM Tan Sri Dato’ Seri Syed Anwar Jamalullail (Chairman) 11 11 100.0% Mr. Luigi Fortunato Ghirardello(2) 5 4 80.0% Encik Ismail Harith Merican 11 11 100.0% Mr. Luk Wai Hong, William 11 11 100.0% Encik Jeremy Nasrulhaq 11 11 100.0% Puan Norazian Ahmad Tajuddin 11 11 100.0% Mr. Kanagaraj Lorenz 11 11 100.0% Mr. Choy Khai Choon 11 11 100.0% Madam Chin Siew Siew(3) 6 6 100.0% Notes: (1) Reflects the number of meetings held during the time the Director held office. (2) Retired from the Board of KIBB on 26 May 2022. (3) Appointed as an INED on 1 June 2022. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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