The Executive Chairman is not a member of the Audit Committee (“AC”), Nomination Committee (“NC”) and Remuneration Committee (“RC”) of the Company. The Board does not have a formal policy on boardroom and senior management diversity, nevertheless the Board is committed to ensuring directors and senior management of the Company possess diverse sets of skills, knowledge and experience. In addition, the directors of the Company must have the ability to devote sufficient time and attention to the Company, and are independent taking into account the candidate’s character, integrity and professionalism. On boardroom diversity, the current composition of the Board is diverse in terms of skills, experiences, gender, age and race. The background of each Director can be found on pages 6 to 9 of this Annual Report. Despite the Group is operating mainly in the construction industry which is male-dominant whereby males made up of 88% of the Group’s work force, the Board is supportive of the boardroom gender diversity recommended by MCCG as the Board currently has two female members (i.e. 20% of the Board). Pursuant to the Company’s gender diversity policy and the Board Charter, and in compliance with MMLR, the Board shall have at least one female Director. Underpinning the Company’s boardroom gender diversity is the commitment to ensure that all Directors are appointed on merit, in line with the standards as set out in Paragraph 2.20A of the MMLR. The Board through the NC will review the proportion of the female to male board members during the annual assessment of the Directors’ performance taking into consideration the appropriate skills, experience and characteristics required in the context of the needs of the Group. At the subsidiary companies’ level, 40% of the directors (other than those Directors(s) who also serve on the board of subsidiary companies) appointed by the Company to represent its interest in these subsidiary companies are female. The Group practices equal employment opportunity, there are no barriers to employment or development in our Group by reason of an individual’s gender. Pursuant to the Group’s gender diversity policy, the percentage of senior management positions filled by female shall not be less than the percentage of female employees to the total workforce (excluding foreign labour) of the Group. Notwithstanding, the recruitment or promotion of a candidate to the position of senior management is dependent on our organisational needs, the candidate’s skills, experience, core competencies and other qualities. As at 31 December 2021, the percentage of female at senior management position is about 30%, which is higher than the percentage of female employees to total workforce (excluding foreign labour) i.e. 12%. The Board is satisfied with the level of time committed by its members in discharging their duties and roles as Directors of the Company. All the Directors have full attendance at the Board meetings or committee meetings (where applicable) held during their tenure in office during FY2021, and complied with Paragraph 15.06 of the MMLR on the limit of five directorships in public listed companies. The Board does not consider that it is necessary to nominate a Senior Independent Director to whom concerns may be conveyed. All members of the Board have demonstrated that they are always available to members and stakeholders whereby all issues can be openly discussed during Board meetings. The composition and size of the Board are reviewed from time to time to ensure its appropriateness. Appointment The NC is responsible for making recommendations to the Board for the appointment of newDirectors. All nomination to the Board shall first be considered by the NC, taking into consideration inter-alia the current and future needs of the Group, the Corporate Governance Guide issued by Bursa Securities and the credential of the potential Directors. The NC shall meet with the shortlisted candidates to assess their suitability before formally considering and recommending them for appointment to the Board. In assessing the suitability of candidates, the NC shall consider the candidates’ characters, experiences, competencies, integrity, time commitment and other qualities, and board diversity including gender diversity and the mix of skills, qualifications, expertise and experience, knowledge, professionalism and integrity which would contribute to the overall desired composition of the Board. Based on the NC’s recommendation, the Board will evaluate and decide on the appointment of the proposed candidates. Prior to such appointment, the selected candidate will be briefed on the Company’s vision and mission, its philosophy and nature of business, the corporate strategy and the expectations of the Company concerning input from Directors. In FY2021, the NC met and assessed few candidates for the position of Director. The candidates were referred by our Independent Director and independent parties such as business associates and consultant. Based on its assessment, the NC made recommendation to the Board for the appointment of the suitably qualified candidates as Directors. Election and re-election Pursuant to Clause 78 of the Company’s Constitution, Directors appointed during the year by the Board shall hold office until the next Annual General Meeting (“AGM”) and shall then be eligible for re-election. In accordance with Clause 76(3) of the Constitution, at least one-third (1/3) of the Directors shall retire from office at every AGM. All Directors shall retire from office at least once every three years but shall be eligible for re-election. Retiring Directors who are seeking re-election are subject to Directors’ assessment by the NC. In FY2021 and in March 2022*, the NC had reviewed all Directors who are standing for re-election at theCompany’s ThirteenthAGM. 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. *: the review was conducted on the Directors who were appointed after the review in FY2021. CORPORATE GOVERNANCE OVERVIEW STATEMENT K imlun Corporat ion Berhad Regi s t rat ion No. 200901023978 (867077-X) 37
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