ANNUAL REPORT 2025 073 CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 high attendance at the Board meetings or committee meetings (where applicable) held during FY2025, and complied with Paragraph 15.06 of the MMLR on the restriction 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 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 and conduct the fit and proper assessment 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 serves as a guide to 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. In FY2025, as part of the Group’s succession planning, Sim Tian Liang proposed to relinquish his position as Chief Executive Officer (“CEO”) while retaining his position as an Executive Director of the Company, with the intention to hand over the CEO role to a younger leader. NC assessed the suitability of the younger Director, Pang Khang Hau, and concluded that Pang Khang Hau’s skill, experience, long tenure and in-depth knowledge of the Group’s business make him well-suited to assume the CEO role at the age of 43. The NC informed the Board on their findings and recommended the relinquishment of Sim Tian Liang’s position as CEO and the appointment of Pang Khang Hau as the new CEO of the Company. The Board concurred with the findings of the NC and approved the recommendation of the NC. 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 (3) years but shall be eligible for re-election. Retiring Directors who are seeking re-election are subject to Directors’ assessment by the NC.
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