CORPORATE GOVERNANCE OVERVIEW STATEMENT The responsibilities of the Chairman include: (a) Leading the Board in its responsibilities for the business and affairs of the Company and its oversight of management; (b) Overseeing the Board in the effective discharge of its supervisory role; (c) Ensuring the integrityandeffectivenessof thegovernanceprocessof theBoardand leading theBoard in theadoptionand implementation of good corporate governance practice in the Group; (d) Setting the agenda for Board Meetings with the assistance of the Company Secretary and ensuring all Board members receive complete and accurate information in a timely manner; (e) Leading Board discussion, encourage active participation and allowing dissenting views to be freely expressed; (f) Facilitating the effective contribution of all Directors and ensuring constructive relations be maintained between the Board and Management; (g) Ensuring that there is regular and effective evaluation of the Board’s performance; and (h) Ensuring appropriate steps are taken to provide effective communicationwith stakeholders and that their views are communicated to the Board as a whole. The CEO is responsible for implementing the policies and decisions of the Board, overseeing day-to-day operations as well as development and implementation of business and corporate strategies and plans. All Board authorities conferred on the management is delegated through the CEO and this will be considered as the CEO’s authority and accountability. Board Committees The Board, in discharging its fiduciary duties, may from time to time establish Committees as it considers necessary to assist it in carrying out its responsibilities. The Board has established three Board Committees, namely AC, NC and RC, each entrusted with specific tasks and operates within clearly defined terms of reference approved by the Board. The Chairperson of the respective Committees reports to the Board on the outcome of the Committee meetings and such reports or minutes will be included in the Board papers. The last review of terms of reference was on 29 November 2021. The respective committees’ terms of reference are available for reference at the Company’s website at http://www.kimlun.com. a. Audit Committee Please refer to pages 51 to 53 of this Annual Report for composition of the AC, ACmeetings held and the activities undertaken by the AC in the discharge of its duties during FY2021. b. Remuneration Committee The current composition of the RC is as follows: Name Designation Directorship Datuk Woon See Chin Chairperson Independent Director Dato’ Ir. Fong Tian Yong Member Independent Director Johar Salim Bin Yahaya Member Independent Director The RC shall reviewand 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-ExecutiveDirectors shall be determined by theBoard as awhole and subject to the shareholders’ approval at the AGM. The Director concerned shall abstain from any discussion on his/her individual remuneration. During FY2021, one meeting was held and attended by all the then serving members. K imlun Corporat ion Berhad Regi s t rat ion No. 200901023978 (867077-X) 39
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