Kimlun Corporation Berhad Annual Report 2018

Chairman and Chief Executive Officer (“CEO”) The roles and responsibilities of the Chairman and the CEO are clearly defined and segregated to ensure a balance of power and authority such that no one individual has unfettered power of decision. The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The responsibilities of the Chairman include: (a) leading the Board in its responsibilities for the business and affairs of the Company and its oversight of management; (b) overseeing the Board in the effective discharge of its supervisory role; (c) ensuring the integrity and effectiveness of the governance process of the Board; (d) facilitating the effective contribution of all Directors and ensuring constructive relations be maintained between the Board and Management; (e) ensuring that there is regular and effective evaluation of the Board’s performance; and (f) ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole. The CEO is responsible for implementing the policies and decisions of the Board, overseeing day-to-day operations as well as development and implementation of business and corporate strategies and plans. All Board authorities conferred on the management is delegated through the CEO and this will be considered as the CEO’s authority and accountability. Board Committees The Board, in discharging its fiduciary duties, may from time to time establish Committees as it considers necessary to assist it in carrying out its responsibilities. The Board has established three Board Committees, namely Audit Committee (“AC”), NC and Remuneration Committee (“RC”), each entrusted with specific tasks and operates within clearly defined terms of reference approved by the Board. The Chairman of the respective Committees reports to the Board on the outcome of the Committee meetings and such reports or minutes will be included in the Board papers. The respective committees’ terms of reference are available for reference at the Company’s website at http://www.kimlun.com. a. Audit Committee Please refer to pages 44 to 46 of this Annual Report for composition of the AC, AC meetings held and the activities undertaken by the AC in the discharge of its duty during FY2018. b. Remuneration Committee The current composition of the RC is as follows: Name Designation Directorship Chua Kee Yat @ Koo Kee Yat Chairman Independent Non-Executive Director Kek Chin Wu Member Independent Non-Executive Director Dato’ Paduka (Dr.) Ir. Hj. Keizrul Bin Abdullah Member Independent Non-Executive Director The RC shall review and recommend to the Board the remuneration of the Executive Directors and Senior Management. Please refer to the ensuing section on Director’s remuneration for further details. The remuneration packages of Non-Executive Directors shall be determined by the Board as a whole and subject to the shareholders’ approval at the AGM. The Director concerned shall abstain from any discussion on his/her individual remuneration. During FY2018, one meeting was held and attended by all members. Kimlun Corporation Berhad 35 CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)