75 KENANGA INVESTMENT BANK BERHAD Annual Report 2022 Group Governance, Nomination & Compensation Committee The GNC of KIBB comprises a majority of INEDs and is chaired by an INED who is not the Chairman of the Board. Details on the GNC’s composition, as well as, its members’ attendance at the GNC meetings held during the Financial Year Ended 31 December 2022 are provided on page 73 of this Annual Report and in Section B of the Corporate Governance Report (“CG Report”) which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations/AGM2023. The functions and responsibilities of the GNC are set out in its Terms of Reference which is available on KIBB’s website at https://www.kenanga.com.my/investor-relations/corporate-governance. During the Financial Year Ended 31 December 2022, the GNC had deliberated, reviewed and made appropriate recommendations to the Board for approval, pertaining to key matters stated below. • Appointments and Re-Appointments of Directors within KIBB Group • Annual Performance Evaluation for the Board, Board Committees and Individual Directors for the Financial Year Ended 31 December 2021, Together with the Annual Assessment on Independence and Fitness and Propriety of Directors • Review of Compositions of the Board and Board Committees of KIBB and Its Subsidiaries • Payment of Directors’ Fees for the Financial Year 2021 and Meetings Allowances and Benefits for Directors of KIBB Group for the Financial Year 2022 • Directors Training Calendar for 2022 and Status Report on KIBB Group’s Directors Training for 2021/2022 • Appointment of KIBB’s Representative on the Board of Directors of Its Associate Company • Assessment on the Fitness and Propriety and ReAppointments of Members of the Shariah Committee of KIBB and Their Remuneration • Review of Annual Report 2021 Disclosures • KIBB’s Sustainability Report, Sustainability Statement and Sustainability Targets • KIBB’s 2022 Materiality Matrix Validation, Task Force on Climate-related Financial Disclosures Roadmap 2023-2024 and Sustainability Roadmap 2023-2025 • Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Binti Tengku Ismail as Adviser of KIBB • Appointment of New Group Executive Committee Member • List of Management KRPs of the Group as at 1 January 2022 • New Appointment, Review and Renewal of Contract of Appointment of Management KRPs • Annual Performance Review and Assessment on the Fitness and Propriety of Management KRPs • Review of the List of Material Risk Takers and List of Other Material Risk Takers within KIBB Group and Review of Their Compensation • 2021 Annual Performance Bonus and 2022 Annual Salary Increment for the Group • 2022 Annual Balanced Scorecards for GMD, Management KRPs, Group Company Secretary and Head of Group Compliance • Proposal to Adopt Appraisal Demerit Matrix • 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 • Report on Employees’ Share Option Scheme Effectiveness CORPORATE GOVERNANCE OVERVIEW STATEMENT
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