Kimlun Corporation Berhad Annual Report 2018

Pursuant to Practice 4.2 of the MCCG 2017, the tenure of an Independent Director shall not exceed a cumulative term of nine years. However, upon completion of the nine years, the Independent Director may continue to serve the Board as a Non-Independent Director. If the Board intends to retain an Independent Director beyond nine years, it shall provide justification and seek annual shareholders’ approval. The size and composition of the current Board is well balanced with a good and appropriate mix of knowledge, skills, attributes and core competencies. The Board which currently comprises of three Independent Directors and five Executive Directors is able to discharge its duties professionally and effectively, uphold good governance standards in their conduct and that of the Board. The Independent Directors are able to exercise strong independent judgement and provide balance to the Board with their unbiased and independent views, advice and judgement to all Board deliberations. All the Independent Directors fulfill the criteria of independence as defined in the MMLR and they impartially provide check and balance to the Board. The Executive Chairman has demonstrated strong commitment and judgement in overseeing the management function, looking after the best interest of all shareholders and ensuring that contributions by all Directors were forthcoming on matters being deliberated and that no particular Board member dominated in any of the discussions. This ensures the balance of power and authority within the Board. The Board does not have a formal policy on boardroom and senior management diversity, nevertheless the Board is committed to ensuring directors and senior management of the Company possess diverse sets of skills, knowledge and experience. In addition, the directors of the Company must have the ability to devote sufficient time and attention to the Company, and are independent taking into account the candidate’s character, integrity and professionalism. On boardroom diversity, the current composition of the Board is diverse in terms of skills, experiences, gender, age and nationality. The background of each Director can be found on pages 6 to 9 of this Annual Report. Despite the Group is operating mainly in the construction industry which is male-dominant whereby males made up of 89% of the Group’s work force, the Board is supportive of the boardroom gender diversity recommended by MCCG 2017 as the Board currently has a female member (i.e. 12.5% of the Board). The Board is committed to have at least one female Director on the Board. Underpinning the Company’s boardroom gender diversity is the commitment to ensure that all Directors are appointed on merit, in line with the standards as set out in Paragraph 2.20A of the MMLR. The Board through the Nomination Committee (“NC”) will review the proportion of the female to male board members during the annual assessment of the Directors’ performance taking into consideration the appropriate skills, experience and characteristics required in the context of the needs of the Group. At the subsidiary companies level, 50% of the directors (other than those Directors(s) who also serve on the board of subsidiary companies) appointed by the Company to represent its interest in the subsidiary companies are female. The Group practices equal employment opportunity, there are no barriers to employment or development in our Group by reason of an individual’s gender. The recruitment or promotion of a candidate to the position of senior management is dependent on our organisational needs, the candidate’s skills, experience, core competencies and other qualities. The Board is satisfied with the level of time committed by its members in discharging their duties and roles as Directors of the Company. All the Directors have full attendance at the Board meetings or committee meetings (where applicable) during FY2018, and complied with Paragraph 15.06 of the MMLR on the limit of five directorships in public listed companies. CORPORATE GOVERNANCE OVERVIEW STATEMENT Annual Report 2018 32 (cont’d)