KUB Malaysia Berhad Annual Report 2021

Corporate Governance Overview Statement The Board of Directors (the ‘Board’) of KUB Malaysia Berhad (‘KUB’ or ‘the Company’) presents this Corporate Governance Overview Statement (‘the Statement’) to provide the shareholders and stakeholders an overview of the corporate governance practices of KUB and its subsidiaries (‘KUB Group’) throughout the eighteen (18) months financial period i.e. 1 January 2020 to 30 June 2021. The Board is committed to exercise good corporate governance practices to ensure application of the key principles set out in Bursa Malaysia Securities Berhad (‘Bursa Malaysia’) Main Market Listing Requirements (‘MMLR’), the Malaysian Code on Corporate Governance 2017 (‘the Code’) and other statutory requirements. This Statement is prepared in compliance with the MMLR of Bursa Malaysia and is to be read together with the Corporate Governance Report (‘CG Report’) which can be downloaded from KUB’s website at www.kub.com or from Bursa Malaysia’s website. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS Board Duties and Responsibilities The Board is responsible to ensure that shareholders’ value and stakeholders’ interests are enhanced and protected. The Board continuously reviews and adopts various guidelines and processes to enhance corporate governance practices within KUB Group, including the Board Charter, Terms of Reference of its Committees and Management Guidelines. The Board oversees the business affairs of the Group which duties include adopting strategic plans, approving key business initiatives and major investments, reviewing financial and management performance, developing corporate objectives and implementing investor relations programmes. The Board comprises the Chairman (who is a Non-Independent Non-Executive Director), Group Managing Director, six (6) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. Chairman Datuk Seri Johari bin Abdul Ghani, a Non-Independent Non-Executive Director appointed on 4 March 2019, was re-designated as the Chairman on 1 April 2019. The Chairman manages the effectiveness of the relationship amongst the Directors and between the Directors and the Management by encouraging participation and allowing dissenting views to be heard. The Board decisions are reached by majority votes at Board meetings or through circular resolutions signed by Directors who are not precluded or prohibited from voting by the Companies Act, 2016, MMLR and Constitution of KUB (‘Constitution’). The decisions passed by way of circular resolutions are tabled to the Board on a quarterly basis for notation. On 28 May 2021, the Board decided to merge the Board Nomination Committee and Board Remuneration Committee into a single Board Committee known as Board Nomination and Remuneration Committee (‘the Committee’). Following this, the Chairman of the Board no longer become the Chairman/Member of the Committee. Group Managing Director The positions of the Chairman and Group Managing Director of KUB are held by different individuals. The latter is responsible to implement the policies and strategies approved by the Board. Effective 1 October 2020, the Group Chief Executive Officer of the Company has been appointed as Group Managing Director. Company Secretaries The Company Secretaries, who are persons qualified pursuant to Section 235(2) of the Companies Act, 2016, are accountable to the Board. They are responsible to ensure compliance with all governance matters, meeting procedures, applicable laws and regulations. They also act as the custodian of the records of the Board and Board Committee meetings. Support for Directors The notice for each of the meeting is accompanied by the minutes of the preceding Board meeting, together with the relevant information and supporting documents. The Directors have access to the advice and services of the Company Secretaries and independent professionals. Management and consultants may be invited to attend Board meetings in order to provide information and professional advice. All deliberations and decisions at Board meetings are recorded (including any dissenting view and abstention). Decisions, policies and follow-up actions approved at Board meetings are communicated to the Management. The Company Secretaries circulate the minutes of meetings to the Board and the Management for review and comment in a timely manner. The finalised minutes are tabled at the next Board meeting for confirmation. 30 KUB MALAYSIA BERHAD