Kimlun Corporation Berhad Annual Report 2019

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 47 to 49 of this Annual Report for composition of the AC, AC meetings held and the activities undertaken by the AC in the discharge of its duties during FY2019. b. Remuneration Committee The current composition of the RC is as follows: Name Designation Directorship Chua Kee Yat @ Koo Kee Yat Chairman Independent Director Kek Chin Wu Member Independent Director Dato’ Paduka (Dr.) Ir. Hj. Keizrul Bin Abdullah Member Independent 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 FY2019, two meetings were held and attended by all members. c. Nomination Committee The current composition of the NC is as follows: Name Designation Directorship Dato’ Paduka (Dr.) Ir. Hj. Keizrul Bin Abdullah Chairman Independent Director Kek Chin Wu Member Independent Director Chua Kee Yat @ Koo Kee Yat Member Independent Director During FY2019, one meeting was held and attended by all members. Please refer to the ensuing sections on Election and Re-election, Independence of Director and Board Evaluation and Performance for further details on activities undertaken by the NC in the discharge of its duties during FY2019. Board Meetings and Attendance The Board shall meet at least five times a year. Directors are informed at the end of each year about the number and the tentative dates of Board meeting and Board committee meetings in the following year. In exceptional circumstances, additional meetings may be convened. During Board meetings, the CEO and members of the Management team, will table and present reports for the Board’s consideration, deliberation and direction. Directors are required to inform the Board of conflicts or potential conflicts of interest they may have in relation to particular items of business transacted by the Group or the Company. The interested Directors should abstain themselves from discussion or decisions on matters in which they have a conflicting interest. The Chairman of the AC, RC and NC would inform the Directors at Board meetings of any salient matters noted by the Committee and which require the Board’s notice, direction or approval. Annual Report 2019 Kimlun Corporation Berhad CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d) 38