CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 new Directors. 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 fit and proper criteria in accordance with the Directors’ Fit and Proper Policy, which include the candidates’ characters, experiences, competencies, integrity and, time commitment. In its assessment, the NC shall take into consideration 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. The Director’s Fit and Proper Policy was established by the Board on 30 March 2022 to guide the NC and the Board in their review and assessment of the appointment and re-election of Directors, and to enhance the governance in relation to the Board’s quality and integrity. The Director’s Fit and Proper Policy is accessible at https://www.kimlun. com. 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. 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 FY2022, the NC had conducted the fit and proper assessment and reviewed all Directors who are standing for re-election at the Company’s forthcoming Fourteenth AGM. The NC has determined and informed the Board 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 Board concurred with the findings of the NC, recommends and supports the re-election of Datuk Woon See Chin, Ms. Yam Tai Fong and Mr. Pang Khang Hau (collectively “Retiring Directors”), who are seeking for re-election pursuant to Clause 76(3) of the Company’s Constitution at the forthcoming Fourteenth AGM. The Retiring Directors had also provided the fit and proper declarations in accordance with the Directors’ Fit and Proper Policy to the Company. Independence of Director The Board only considers Directors to be independent where they are independent of management and free from any business or other relationship that could materially interfere with or could reasonably be perceived to interfere with the exercise of their unfettered and independent judgement. The NC reviews the independence of each Independent Director annually or whenever necessary, in light of information relevant to this assessment as disclosed by each Independent Director to the Board. Kimlun Corporation Berhad | Registration No. 200901023978 (867077-X) 39
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