PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PART I: BOARD RESPONSIBILITIES (CONT’D) 1. Board Leadership (Cont’d) To enhance the Board’s efficiency and effectiveness, certain responsibilities and authorities have been delegated to 3 Board Committees, namely ARMC, NC and RC. Each Board Committee operates within its clearly defined Terms of Reference. The Terms of Reference of each Board Committee are available on the Company’s website at www. keyfieldoffshore.com/corporate-governance. The Board is chaired by Puan Haida Shenny Binti Hazri, an Independent Non-Executive Chairperson. The Board Chairperson provides leadership to the Board, instils good corporate governance practices, and oversees the overall effectiveness of the Board. The Board Chairperson also plays an active role in facilitating Board meetings, ensuring that all Directors are given the opportunity to participate in discussions and that all agenda items are deliberated comprehensively. In line with Practice 1.3 of MCCG, the positions of the Board Chairperson and Group CEO are held by 2 different individuals, with clear division of responsibilities to ensure there is an appropriate balance of power and authority, thereby promoting effective Board’s oversight over management and accountability. Puan Haida Shenny Binti Hazri, our Board Chairperson, focuses on corporate governance, leadership and Board effectiveness, and leads the Board in overseeing Management without being involved in the day-to-day operations of the Group. Whereas Dato’ Kee Chit Huei, our Group Executive Director/Group CEO, is responsible for managing the daily business operations of the Group and implementing the strategies and policies approved by the Board. The distinct and separate roles of the Board Chairperson and Group CEO are clearly defined in the Board Charter to support balanced and objective decision-making. In addition, the Board Chairperson is not a member of ARMC, NC and RC, nor participate in any Board Committees’ meetings. This enables the Board Chairperson to maintain an independent and objective perspective when considering the observations, recommendations and reports presented by the Board Committees, thereby reinforcing the integrity of the Board’s decision-making process and supporting effective Board leadership. Throughout the FYE 2025, the Board was supported by a Company Secretary who is qualified under Section 235(2) (a) of the Companies Act 2016, registered with the Companies Commission of Malaysia, and is also a member of the Malaysian Institute of Accountants (MIA). The Company Secretary assists the Board in maintaining high standards of corporate governance by providing advice on matters relating to corporate governance practices, regulatory compliance, meeting procedures and company administration. To ensure optimal Board attendance and effective participation, meetings of the Board and Board Committees are scheduled in advance, allowing Directors ample time to reserve the dates and coordinate their schedule. Notices, agendas and meeting papers are distributed ahead of each meeting, to provide the Directors with sufficient time to review the materials, consider the matters to be discussed and, where necessary, seek further clarification from the Management. Additionally, the Board has unrestricted access to all information concerning the Group’s business and affairs, as well as the advice and services of the Company Secretary and the Management in a timely manner. 113 Annual Report 2025
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