Kimlun Corporation Berhad Annual Report 2019

Annual Report 2019 Kimlun Corporation Berhad CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d) 39 Agenda, board papers and any other documents are made available at least five business days in advance to the Board to facilitate well- informed Board deliberation and decision-making. In addition, members of the Management are frequently invited to the Board meetings to explain and clarify the items tabled to the Board. Agenda shall be prepared taking into account the formal schedule of matters reserved for the Board’s decision. All proceedings of the Board meetings are minuted. All Board members ensure that the minutes of meetings accurately reflect the deliberations and decisions of the Board, including whether any Director abstain from voting or deliberating on a particular manner. During FY2019, five Board meetings were held. Details of attendance at the Board Meeting are as follows: Number of Meetings Held Number of Percentage Directors During Director’s Tenure In Office Meetings Attended of Attendance Pang Tin @ Pang Yon Tin 5 5 100% Sim Tian Liang 5 5 100% Pang Khang Hau 5 4 80% Chin Lian Hing 5 5 100% Yam Tai Fong 5 5 100% Kek Chin Wu 5 5 100% Dato’ Paduka (Dr.) Ir. Hj. Keizrul Bin Abdullah 5 5 100% Chua Kee Yat @ Koo Kee Yat 5 5 100% Access to Information and Independent Professional Advice All Directors, whether as a full Board or in their individual capacity have unrestricted access to all information of the Group on a timely basis in an appropriate form and quality necessary to enable them to discharge their duties and responsibilities. In exercising their duties, the Directors have unrestricted access to the advice and services of the Company Secretary and are also entitled to obtain independent professional opinions or advice from external consultants at the Company’s expenses, when the need arises. Any request for professional opinions or advice from external consultants shall be raised for the consideration and consent of the Chairman. Upon his consent of the request, the Chairman shall authorise a Director or a member of the Senior Management to source for the advice of a suitable professional advisers or external consultants, based on the requirements of the Board. Directors’ Remuneration The Board has adopted a remuneration policy for Directors and key senior management ("Remuneration Policy") that sets out the manner in which the remuneration of Directors and key senior management are determined. The Remuneration Policy is subject to regular review by the RC and will be amended as appropriate to align with market practices and requirements of the MCCG 2017 and any other new requirements. Amendment to this policy must be tabled to the Board for approval. Remuneration Policy is accessible at http://www.kimlun.com . On an annual basis, the RC considers market competitiveness, business results and individual performance in evaluating the Executive Directors’ remuneration. The RC will then recommend to the Board, the remuneration package for the Directors. The Board, as a whole, will determine the level of remuneration paid to its Directors, taking into consideration the recommendation of the RC. The level and make-up of remuneration should be effective and sufficient enough to:- • attract and retain the Directors needed to run the Group successfully; and • motivate and create incentives for Directors to perform at their best; The remuneration package for Executive Directors comprises of a number of separate elements such as basic salary, allowances (where applicable), performance-based bonuses and benefit-in-kind. The level of remuneration of the Executive Directors takes into consideration the Directors’ experience, responsibilities, qualifications, level of skills, contribution and commitment to the Group and the performance of the Group. The remuneration package is also compared to the compensation levels for comparable positions among other similar Malaysian public listed companies that are in the construction industry and prevailing economic and market conditions. Executive Directors who are full time employees of the Group receive no additional compensation for services as a Director. In the case of Non-Executive Directors, the level of remuneration should reflect the experience and level of responsibilities undertaken by the particular Non-Executive Director concerned. Non-Executive Directors will be paid a fixed basic fee as ordinary remuneration, a sum based on their responsibilities in Board committees and allowances for their attendances at the meetings. The quantum of Non-Executive Directors’ remuneration shall not be based on commission, percentage of profits and/or turnover of the Group. The fee and allowance to the Non-Executive Directors are subject to the approval of the shareholders. No Board member, whether executive or non-executive, will be involved in deciding his own remuneration.