Kimlun Corporation Berhad Annual Report 2019

Annual Report 2019 Kimlun Corporation Berhad 37 CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 CA 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 recognises its responsibility for ensuring that the Group operates within a framework of prudent and effective control. 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. (cont’d)