KENANGA ANNUAL REPORT 2020

48 3 1 2 4 5 6 7 HOW WE ARE GOVERNED Employees’ Share Scheme Committee (“ESS Committee”) Number of Meetings Name of Director Held Attended Percentage (%) Norazian Ahmad Tajuddin (Chairman) 2 100% Luk Wai Hong, William 2 100% Jeremy Nasrulhaq 2 100% Datuk Syed Ahmad Alwee Alsree 2 100% Luigi Fortunato Ghirardello 2 100% Shariah Committee Number of Meetings Name of Shariah Committee Member Held Attended Percentage (%) Dr. Kamaruzaman Noordin (1) 12 100% Dr. Ghazali Jaapar (Chairman) (2) 12 100% Dr. Mohd Fuad Md Sawari (3) 12 100% Dr. Muhammad Arzim Naim (4) 12 100% Dr. Mohammad Firdaus Mohammad Hatta 12 100% CORPORATE GOVERNANCE OVERV I EW STATEMENT 9/9 10/10 10/10 12/12 2/2 2/2 2/2 2/2 2/2 NOTES (1) Ceased as Chairman of the Shariah Committee on 31 March 2020. (2) Appointed as Chairman of the Shariah Committee on 1 April 2020. (3) Ceased as a member of the Shariah Committee on 31 October 2020. As BNM’s approval for the appointment(s) of new Shariah Committee member(s) was still pending at that point in time, BNM has allowed KIBB’s Skim Perbankan Islam (Islamic Banking Window) to operate with two (2) Shariah Committee members effective from 1 November 2020. (4) Ceased as a member of the Shariah Committee on 31 October 2020. 3/3 Group Nomination & Remuneration Committee (Renamed as Group Governance, Nomination & Compensation Committee with effect from 1 January 2021) The NRC of KIBB comprises a majority of INEDs and is chaired by an INED who is not the Chairman of the Board. Details on the NRC’s composition, as well as, its members’ attendance at the NRC meetings during the Financial Year Ended 31 December 2020 are provided on page 47 of this Annual Report and in Section B of the Corporate Governance Report ( “CG Report” ) which are available on KIBB’s website at https://kenanga.com.my/investor-relations/AGM2021. The functions and responsibilities of the NRC are set out in its Terms of Reference which is available on KIBB’s website at https://kenanga.com.my/investor-relations. During the Financial Year Ended 31 December 2020, the NRC had deliberated, reviewed and made appropriate recommendations to the Board for approval, pertaining to the matters stated below. • Appointments and Re-Appointments of Directors of KIBB Group • Appointment of New Chairman of KIBB • List of Management KRPs of the Group as at 1 January 2020 • New Appointment, Review and Renewal of Contract of Appointment of Management KRPs • Re-Appointment of YM Tan Sri Dato’ Paduka Tengku Noor Zakiah Binti Tengku Ismail as Adviser of KIBB • Appointment of KIBB’s Representatives to the Board of Investee Companies • Review of Compositions of the Board and Board Committees • Appointment of New Group Executive Committee Member and Management KRP • Annual Performance Review and Assessment on the Fitness and Propriety of Management KRPs • Annual Performance Evaluation for the Board, Board Committees and Individual Directors for the Financial Year Ended 31 December 2019, Together with the Annual Assessment on Independence and Fitness and Propriety of Directors • Proposed Identification and Updating of the List of Material Risk Takers and List of Other Material Risk Takers within KIBB Group • Remuneration and Benefits for Directors of KIBB Group • Directors Training Calendar for 2020 • Status Report on KIBB Group’s Directors Training for 2019/ 2020