Kimlun Corporation Berhad Annual Report 2020

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 Datuk Woon See Chin (Appointed on 27 November 2020) 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 FY2020, one meeting was 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 Datuk Woon See Chin (Appointed on 27 November 2020) Member Independent Director During FY2020, two meetings were 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 FY2020. 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. 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT Annual Report 2020 040