074 KIMLUN CORPORATION BERHAD • CORPORATE GOVERNANCE OVERVIEW STATEMENT In FY2025, the NC had conducted the fit and proper assessment and reviewed all Directors who are standing for reelection at the Company’s forthcoming Seventeenth 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 Pang Khang Hau, Yam Tai Fong and Datuk Woon See Chin (collectively “Retiring Directors”), who are seeking for re-election pursuant to Clause 76(3) of the Company’s Constitution at the forthcoming Seventeenth AGM. The Retiring Directors had also provided their respective 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. The NC has assessed the independence of all Independent Directors during FY2025 and has determined and informed the Board that all Independent Directors remain objective and met the criteria of independence as prescribed in the MMLR. The Board concurred with the findings of the NC, and considered the suitability of each of the Independent Directors to continue to act as independent directors of the Company. New Directorship While the Board allows its Directors to accept appointments to other boards, the Directors are required to discuss with the Chairman and the CEO before accepting the new appointment and to indicate the time expected to be spent on the new appointment. Role of Board The Board’s role is to represent and serve the interests of the shareholders. It is primarily responsible for setting the appropriate tone at the top, overseeing and supervising the management of the business affairs of the Group towards realising the long-term success and delivery of sustainable value to its stakeholders. The responsibilities of the Board include:- (a) Formulating the Group’s strategic plans and strategies with economic, environmental and social considerations in line with sustainability practices for the Group; (b) Reviewing, challenging and deciding on corporate proposals for the Group, and monitoring its implementation by Management; (c) Overseeing the conduct of the Group’s business to ensure the business is being properly managed with good corporate governance, high standard of ethics and corporate behaviour; (d) Establishing an effective risk management and internal control framework which includes identifying the principal risks and ensuring the implementation of appropriate internal controls and mitigation measures to achieve a proper balance between risks incurred and potential returns to the shareholders; (e) Setting the risk appetite within which the Board expects Management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks; (f) Ensuring Senior Management has the necessary skills and experience, and there are measures for orderly succession planning for the Company’s Board and Senior Management which are reviewed on an annual basis, and to ensure that there are appropriate policies for training, appointment and performance monitoring of Senior Management;
RkJQdWJsaXNoZXIy NDgzMzc=