86 Additional Information We Are Kenanga Leadership Message Our Sustainability Approach How We Are Governed Financial Statements Shareholders’ Information Based on the assessment conducted in 2022 and the feedback received from members of the Board, as well as Board Committees, the GNC had recommended certain identified action plans towards enhancing the governance and processes of the Board and Board Committees, which were approved by the Board for implementation, which amongst others included the action plans stated below. Independent Professional Advice The Directors (either individually or as a group) have access to independent professional advice, at the expense of the Company, as well as separate and independent access to Senior Management and the Company Secretary at any point in time. Directorships in Other Companies A Director must not have competing time commitments that may impair his/ her ability to discharge his/ her duties effectively. Directors are required to notify the Board before accepting any new directorship in a public company incorporated in Malaysia and all its subsidiaries incorporated in Malaysia or otherwise, as well as new external professional appointment. The notification should include an indication of time that will be spent on the new appointment. 1. Enhancement of the process of setting the strategic business plans and annual budget by conducting a brain storming session led by the Chairman of the Board, between Board Members and Senior Management before tabling of the same to the Board for approval. 2. Development of a longer-term strategy for the Group in respect of Sustainability/ ESG with appropriate matrices and targets. 3. Tracking and monitoring of strategic plan, longer-term digitalisation plans, including tighter review of the Group’s Digitisation Plan for the next three (3) years, which should include timelines with specific deliverables, financials separately showing the Business-as-Usual and Digital Businesses, clear Key Performance Indicators for each category, and progress report on investment and/ or business partnerships/ collaborations in relation thereof. 4. Strengthening of the Board’s skill set by having a Board Member with ESG/ Sustainability, Market Risk, Legal, Human Resource and Talent Management expertise and experience, as well as candidates with Board experience from other Public Listed Companies and/ or banking or technology entrepreneurial background with practical experience in building a Fintech startup, or experience as a Chief Financial Officer, when considering potential candidates for directorship to add value to the Board and the Company. 5. Address Boardroom diversity and take steps to ensure that women candidates are sought as part of Board recruitment process to facilitate the Company’s achievement of 30% women Directors on its Board as recommended by the MCCG, by April 20242. 6. Conduct a review of remuneration of Directors (to be benchmarked against other Investment Banks of similar size and business) to attract and retain suitable Directors for the effective functioning of the Board. 7. Conduct a review on the composition of the Boards and Board Committees of entities within KIBB Group taking into consideration the proper allocation of Board Committee membership depending on skills set and expertise of each Board Member. 8. Identify suitable training programmes for the Directors in the areas stated below. • Sustainability, ESG Risks and Climate Change Risks. • Fintech, Technology Innovations, Artificial Intelligence, including Information Sharing on Market Developments in Digital Products and Competitors. • Risks in Islamic Finance. • Cyber Security. • Refresher in-house programmes on product knowledge such as Equity Derivatives, Treasury, Digital Business, and Money Market, as well as Anti-Money Laundering and Counter Financing of Terrorism, Section 17A of the Malaysian Anti-Corruption Commission Act 2009, and Consequence Management Process in respect of Management KRPs, the GMD and the Board. 9. Improvement in the Alignment of Reward Structure with ESG Goals/ Targets. 10. Closer Engagement with Group Human Resource on Talent Management. 11. Review of the Board Performance Evaluation Parameters and Matrices. 12. Establishment of a Register of Potential Directors. CORPORATE GOVERNANCE OVERVIEW STATEMENT 2 At least within three (3) years from issuance of the MCCG by the SC on 21 April 2021
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