Kimlun Corporation Berhad Annual Report 2018

The NC has assessed the independence of all Independent Non-Executive Directors during FY2018 and has determined and informed the Board that all Independent Non-Executive Directors remain objective and independent. The Board concurred with the findings of the NC, and considered the suitability of each of the Independent Non-Executive Directors to continue to act as independent directors of the Company. The Board resolved to seek shareholders’ approval for all the Independent Non-Executive Directors to continue serving as independent directors from 24 October 2019 to 23 October 2020 based on the following justifications: (i) each of them has fulfilled the criteria under the definition of independent as set out in the MMLR; (ii) each of them has during their present tenure as Independent Non-Executive Director developed valuable insight of the Group and its business. Their experience enables them to discharge their duties and responsibilities independently, objectively and effectively in the decision making processes of the Board; (iii) each of them has vast experience, knowledge and skills in a diverse range of business and therefore provide constructive opinion, counsel, oversight and guidance as directors; and (iv) each of them has devoted sufficient time and attention to his professional obligations to the Company for informed and balanced decision making. On the same justification, with regards to the one Independent Director who is seeking for re-election pursuant to Article 86 of the Company’s Constitution at the forthcoming Tenth AGM, the Board recommends and supports his re-election. New Directorship While the Board allows its Directors to accept appointments to other boards, the Directors are required to discuss with the Chairman and the Chief Executive Officer (“CEO”) before accepting the new appointment and to indicate the time expected to be spent on the new appointment. Role of Board The Board’s role is to represent and serve the interests of the shareholders. It is primarily responsible for overseeing and supervising the management of the business affairs of the Group. The responsibilities of the Board include: (i) Formulating the Group’s strategic plans and strategies with economic, environmental and social considerations in line with sustainability practices for the Group; (ii) Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed with good corporate governance; (iii) Establishing an effective risk management and internal control framework which includes identifying the principal risks and ensuring the implementation of appropriate systems to manage these risks; (iv) Succession planning including assessing that all candidates for senior management position are of sufficient calibre; (v) Developing and implementing an investor relation programme and shareholder communication policy for the Company; (vi) Together with senior management, promote good corporate governance culture which reinforces ethical, prudent and professional behaviour; (vii) Reviewing the adequacy and the integrity of the Group’s risk management framework and internal control systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines; and (viii) ensuring the integrity of the Company’s financial and non-financial reporting. Matters which shall be reserved for decision by the Board, supported by any recommendation as may be made from time to time by the Board Committees (as appropriate) include: (a) Approval of corporate plans and programmes; (b) Approval of annual budgets; (c) Approval of new ventures; (d) Approval of material acquisitions and disposals of undertakings and properties; (e) Approval of the annual financial statements and interim reports; and (f) Any matters or transactions that fall within the ambit of the Board pursuant to the Companies Act 2016, MMLR, the Company’s Constitution or any other applicable laws and regulations. The Board delegates responsibility for the day-to-day operation of the Group’s business to the Executive Directors and recognizes its responsibility for ensuring that the Group operates within a framework of prudent and effective control. Annual Report 2018 34 CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)