Kimlun Corporation Berhad Annual Report 2017

Annual Report 2017 33 CORPORATE GOVERNANCE OVERVIEW STATEMENT INTRODUCTION The Board of Directors (“the Board”) is accountable and responsible for the performance and affairs of Kimlun Corporation Berhad (“the Company”), including practising a high level of good governance. All Board members are expected to show good stewardship and act in a professional manner, as well as upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities. To this end, the Board implements the principles and practices of the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”) towards achieving corporate excellence. This Corporate Governance Overview Statement sets out the principal features of the Company and its subsidiaries’ (collectively referred to as “the Group”) corporate governance approach, summary of corporate governance practices during the financial year as well as key focus areas in relation to corporate governance for the financial year ended 31 December 2017 (“FY2017”). The detailed application for each practice as set out in the MCCG 2017 is disclosed in the Corporate Governance Report (“CG Report”) which is available on the Company’s website at http://www.kimlun.com and via an announcement on the website of Bursa Malaysia. A. BOARD LEADERSHIP AND EFFECTIVENESS The Board adopted a Board Charter which sets out the authority, role, responsibilities, membership and operation of the Board. The Board reviews the Board Charter from time to time and makes any necessary amendments to ensure it complies with relevant laws, regulations and practices, and remain relevant and effective in the light of the Board’s objectives. The last review of the Board Charter was on 29 March 2018. The Board Charter is accessible at http://www.kimlun.com . Authority The Board’s roles and responsibilities are governed by the Constitution of the Company and also in accordance with the Companies Act 2016, the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the MCCG 2017 of Securities Commission Malaysia (“SC”), the Capital Markets and Services Act 2007 (“CMSA”) and any other prevailing regulatory corporate governance practices and laws. Board Composition The Constitution of the Company provides for a minimum of two directors and a maximum of ten directors. In compliance with Paragraph 15.02 of the MMLR, there shall be at least two directors or one-third (1/3) of the Board, whichever is higher, who are Independent Directors. The Board consists of eight qualified individuals with diverse set of skills, experience and knowledge necessary to govern the Company. Three of the Directors are Independent Non-Executive Directors (“Independent Director”), thus the Company has complied with Paragraph 15.02 of the MMLR. The composition and size of the Board is such that it facilitates the decision making of the Company. The Independent Directors provide objective and independent views and judgement in decision-making processes of the Board covering issues of strategy, performance and risks. The presence of the Independent Directors fulfills a pivotal role in corporate governance accountability and ensures the interests of all shareholders are indeed taken into account by the Board. Pursuant to Practice 4.2 of the MCCG 2017, the tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. However, upon completion of the 9 years, the Independent Director may continue to serve the Board as a Non-Independent Director. If the Board intends to retain an Independent Director beyond 9 years, it shall provide justification and seek annual shareholders’ approval. The maximum tenure of an Independent Director shall not exceed a cumulative term of twelve (12) years. The size and composition of the current Board is well balanced with a good and appropriate mix of knowledge, skills, attributes and core competencies. The Board which currently comprises of three Independent Directors and five Executive Directors is able to discharge its duties professionally and effectively, uphold good governance standards in their conduct and that of the Board. The Independent Directors are able to exercise strong independent judgement and provide balance to the Board with their unbiased and independent views, advice and judgement to all Board deliberations. All the Independent Directors fulfill the criteria of independence as defined in the MMLR and they impartially provide check and balance to the Board. The Executive Chairman has demonstrated strong commitment and judgement in overseeing the management function, looking after the best interest of all shareholders and ensuring that contributions by all Directors were forthcoming on matters being deliberated and that no particular Board member dominated in any of the discussions. This ensures the balance of power and authority within the Board.