Kimlun Corporation Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT In FY2020, the NC had reviewed all Directors who are due for retirement by rotation, and standing for re-election at the Company’s Twelfth 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 Non- Executive Director to the Board. Three of the Independent Directors have served as independent directors of the Company for a cumulative term of eleven (11) years on 23 October 2020. In the 11th Annual General Meeting held on 15 September 2020, shareholders of the Company approved the resolutions for the three Independent Non- Executive Directors to continue serving as independent directors from 24 October 2020 to 23 October 2021. The NC has assessed the independence of all Independent Directors during FY2020 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 the three Independent Directors to continue serving as independent directors from 24 October 2021 to 23 October 2022 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. Chua Kee Yat @ Koo Kee Yat and Datuk Woon See Chin, who are seeking for re-election pursuant to Clause 76(3) and Clause 78 respectively of the Company’s Constitution at the forthcoming Twelfth AGM, the Board recommends and supports their 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. 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. Annual Report 2020 038