76 Additional Information We Are Kenanga Leadership Message Our Sustainability Approach How We Are Governed Financial Statements Shareholders’ Information Board Appointment Framework The Board, via the GNC, has put in place a formal and transparent framework governing the appointments of new Directors and Board Committee members, wherein the GNC will recommend the appointment of suitable candidate as Director and Board Committee member of the Company and its subsidiaries, to the Board for approval. With regard to skills and experience, a skills matrix review processes had been put in place whereby the GNC will undertake a rigorous assessment of potential candidates, prior to making any recommendations to the Board for appointment of a new Director. During the Financial Year Ended 31 December 2022, the Board composition had undergone some changes following the retirement of Mr. Luigi Fortunato Ghirardello, a NINED of KIBB on 26 May 2022, appointment of Madam Chin Siew Siew as an INED of KIBB on 1 June 2022 and re-designation of Mr. Luk Wai Hong, William from an INED to a NINED upon his tenure as an INED reaching the nine (9)-year threshold, on 1 November 2022. With the changes, the composition of the Board still complies with the requirements for the Board to comprise a majority of Independent Directors, whereas the appointment of Madam Chin Siew Siew had brought the ratio of women Directors on the Board to 25% from 12.5% previously, closer to the target of 30%. Employees’ Share Scheme Committee To assist the Board in the administration of KIBB Group’s Employees’ Share Scheme (“ESS” or “Scheme”), in accordance with the By-Laws governing the Scheme as approved by Shareholders of KIBB, the Board had established an ESS Committee comprising solely of Independent Directors. The main objective of the ESS as approved by the Shareholders of KIBB on 25 May 2017, is to align the employees’ interests with the long-term objectives of KIBB Group to create sustainable value enhancement for its Shareholders through a high performance culture. The roles and responsibilities of the ESS Committee which are outlined in its Terms of Reference include the determination of all questions of policy and expediency that may arise in the administration of the ESS including, amongst others, the terms of eligibility of the employees of the Company and its non-dormant subsidiaries (“Eligible Employees” or “Eligible Persons”), the method or manner in which the grants are made to and exercised by Eligible Employees and any conditions imposed in relation thereto, and the termination of any options, and generally the exercise of such powers and performance of such acts as are deemed necessary or expedient to promote the best interests of the Company. The functions and responsibilities of the ESS Committee 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. Shariah Committee The Shariah Committee was established to provide objective and sound advice to the Board of KIBB to ensure that the Company’s aims and operations, business affairs and activities pertaining to its Islamic Banking Window (Skim Perbankan Islam) comply with Shariah rules and regulations as reflected in the fatwas, rulings and guidelines issued by Shariah Advisory Council of BNM and the SC. The composition of the Shariah Committee is in line with Paragraphs 13.1 to 13.5 of BNM’s Shariah Governance Policy Document which requires the Shariah Committee, at a minimum, to comprise at least three (3) members. All Shariah Committee members have the Shariah background. The functions and responsibilities of the Shariah Committee 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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