KUB Malaysia Berhad Annual Report 2021

The calendar of meetings for the Board and Board Committees is distributed before the beginning of the new calendar year. Early distribution enables the Directors to properly plan for the meetings. The Company Secretaries issue notices for all scheduled meetings after consulting the Chairman and/or Group Managing Director. Unscheduled meetings may be convened when specific decisions are required. In view of the current COVID-19 pandemic, the Company has taken the initiative to conduct its meetings virtually to support the initiative of the Government to control the outbreak. Demarcation of Responsibilities between the Board, Board Committees and Management The Board, assisted by its Committees, is responsible for corporate governance and strategic direction. The demarcation of responsibilities between the Board, Board Committees and Management is provided in the Board Charter (‘the Charter’). The Charter ensures that all Board members understand the relevant duties, regulations, principles and practices of good corporate governance. It is reviewed periodically in order to remain relevant, effective and complies with the Code and MMLR. The Charter is available at www.kub.com . Code of Conduct and Ethics The Company has separate codes of conduct for the Directors and employees. The Directors’ Handbook and Code of Conduct (‘Handbook’) incorporates the relevant provisions of the Companies Act, 2016, the MMLR and the Code. It governs the terms, conditions and benefits for the services rendered by the Directors. Anti-Bribery and Corruption Policy, Vendor Code of Business Ethics and Whistleblowing Policy Following the recent enforcement of the new Section 17A of the Malaysian Anti-Corruption Commission Act 2019, the Company has revised and introduced the new Anti-Bribery and Corruption Policy, Vendor Code of Business Ethics Policy and Whistleblowing Policy (collectively known as ‘the Policies’) and has established an Integrity Committee, guided by its Terms of Reference. The Group’s Whistleblowing Policy provides a transparent mechanism and avenue for all stakeholders to raise or report genuine concerns on any misconduct within KUB Group and protects these employees against reprisals. It is an avenue for independent investigations. These Policies are available on the Company’s website. Independent Directors Independent Directors make up sixty-seven per cent (67%) of the Board membership in compliance with Paragraph 15.02(1) of the MMLR and Practice 4.1 of the Code. Tenure of Independent Directors The Board acknowledges Practice 4.2 and Step Up 4.3 of the Code that the tenure of an Independent Director should not exceed a cumulative term limit of nine (9) years. The Independent Director to relinquish Directorship once the nine (9) years limit is reached. Diversity The Company sees diversity as an essential component of effective decision-making. In any appointment, a number of aspects such as gender, age, education, experience, skills and knowledge are taken into consideration to form a diversified Board and Senior Management. The Board encourages women to take up board positions and has established the Board Diversity Policy with the objective of achieving at least ten per cent (10%) women representation. This policy is published on the Company’s website. Board Nomination and Remuneration Committee (‘BNRC’) Effective from 28 May 2021, the Board Nomination Committee and the Board Remuneration Committee have been merged into a single Board Committee known as Board Nomination and Remuneration Committee (‘BNRC’). The BNRC comprises exclusively Non-Executive Directors, a majority of whom are Independent Directors, in accordance with the MMLR and chaired by Encik Megat Joha bin Megat Abdul Rahman, a Non-Independent Non-Executive Director who represents a substantial shareholder, to ensure that the Board members and Senior Management personnel are properly selected, appointed and remunerated. No individual or group dominates the decision-making process and independent views are taken into consideration in each discussion. Recruitment Process The BNRC recommends the appointment of new Directors, reviews succession plans, determines the training needs and identifies relevant training programmes for Directors in collaboration with the Company Secretaries. The appointment policies and procedures are included in the Charter and the Directors’ Handbook. The BNRC identifies suitable candidates from various sources with appropriate skills and experience. The Board will make the final decision on any proposed appointment after taking into consideration the recommendation from the BNRC. 31 ANNUAL REPORT 2021 CORPORATE GOVERNANCE