Kimlun Corporation Berhad Annual Report 2019

Election and re-election Pursuant to Clause 78 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 Clause 76(3) 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 FY2019, the NC had reviewed all Directors who are due for retirement by rotation, and standing for re-election at the Company’s Eleventh 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 Director annually or whenever necessary, in light of information relevant to this assessment as disclosed by each Independent Director to the Board. All the Independent Directors have served as independent directors of the Company for a cumulative term of ten (10) years on 23 October 2019. In the 10th Annual General Meeting held on 17 June 2019, shareholders of the Company approved the resolutions for all the Independent Non-Executive Directors to continue serving as independent directors from 24 October 2019 to 23 October 2020. The NC has assessed the independence of all Independent Directors during FY2019 and has determined and informed the Board that all Independent Directors remain objective and independent. The Board concurred with the findings of the NC, and considered the suitability of each of the Independent Directors to continue to act as independent directors of the Company. The Board resolved to seek shareholders’ approval for all the Independent Directors to continue serving as independent directors from 24 October 2020 to 23 October 2021 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 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 Independent Director, Mr. Kek Chin Wu, who is seeking for re-election pursuant to Clause 76(3) of the Company’s Constitution at the forthcoming Eleventh 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. Annual Report 2019 Kimlun Corporation Berhad CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d) 36