Kimlun Corporation Berhad Annual Report 2018

The Board acknowledges the recommendations by the MCCG 2017 that at least half of the board comprises independent directors. The Board will assess the impact of the recommendations on the composition of the Board, and endeavour to adopt the recommendation within two years. The Board does not consider that it is necessary to nominate a Senior Independent Non-Executive Director to whom concerns may be conveyed. All members of the Board have demonstrated that they are always available to members and stakeholders whereby all issues can be openly discussed during Board meetings. The composition and size of the Board are reviewed from time to time to ensure its appropriateness. Appointment The NC is responsible for making recommendations to the Board for the appointment of new Directors. All nomination to the Board shall first be considered by the NC, taking into consideration inter-alia the current and future needs of the Group, the Corporate Governance Guide issued by Bursa Securities and the credential of the potential Director. The NC shall meet with the shortlisted candidates to assess their suitability before formally considering and recommending them for appointment to the Board. In assessing the suitability of candidates, the NC shall consider the candidates’ characters, experiences, competencies, integrity, time commitment and other qualities, and board diversity including gender diversity and the mix of skills, qualifications, expertise and experience, knowledge, professionalism and integrity which would contribute to the overall desired composition of the Board. Based on the NC’s recommendation, the Board will evaluate and decide on the appointment of the proposed candidates. Prior to such appointment, the selected candidate will be briefed on the Company’s vision and mission, its philosophy and nature of business, the corporate strategy and the expectations of the Company concerning input from Directors. Election and re-election Pursuant to Article 93 of the Company’s Constitution, Directors appointed during the year by the Board shall hold office until the next Annual General Meeting (“AGM”) and shall then be eligible for re-election. In accordance with Article 86 of the Constitution, at least one-third (1/3) of the Directors shall retire from office at every AGM. All Directors shall retire from office at least once every three years but shall be eligible for re-election. Retiring Directors who are seeking re-election are subject to Directors’ assessment by the NC. In FY2018, the NC had reviewed all Directors who are due for retirement by rotation, and standing for re-election at the Company’s Tenth AGM. The NC found that they met the criteria of character, experience, integrity, competence and time to effectively discharge their respective roles as Directors as prescribed by the MMLR. Independence of Director The Board only considers Directors to be independent where they are independent of management and free from any business or other relationship that could materially interfere with or could reasonably be perceived to interfere with the exercise of their unfettered and independent judgement. The NC reviews the independence of each Independent Non-Executive Director annually or whenever necessary, in light of information relevant to this assessment as disclosed by each Independent Non-Executive Director to the Board. All the Independent Non-Executive Directors have served as independent directors of the Company for a cumulative term of nine (9) years on 23 October 2018. In the 9th Annual General Meeting held on 22 June 2018, shareholders of the Company approved the resolutions for all the Independent Non-Executive Directors to continue serving as independent directors from 24 October 2018 to 23 October 2019. Kimlun Corporation Berhad 33 CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)