CORPORATE GOVERNANCE REPORT

STOCK CODE : 5027

COMPANY NAME : KIM LOONG RESOURCES BERHAD
FINANCIAL YEAR : January 31, 2025

OUTLINE:

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT

CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)
of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.

Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.1
The board should set the company’s strategic aims, ensure that the necessary resources are
in place for the company to meet its objectives and review management performance. The
board should set the company’s values and standards, and ensure that its obligations to its
shareholders and other stakeholders are understood and met.

Application : Applied

Explanation on : The Board of Directors of Kim Loong Resources Berhad (“Company”)

application of the acknowledges the importance of good corporate governance (“CG”) in
practice ensuring the long term sustainability of the businesses of the Company
and its group of companies (“Group”). As such the Board is committed
towards adherence to the principles, intended outcomes and best
practices set out in the Malaysian Code on Corporate Governance
(“MCCG” or the “Code”) issued by the Securities Commission Malaysia.

The Board’s pivotal role is to lead and establish the Group’s vision,
strategic direction, key policies and framework, including the
management of the succession planning process of the Group and the
appointment of key senior management. In view thereof, the Board’s
roles and responsibilities include but are not limited to the following:
• Reviewing and approving the strategic business plan developed by
Management for the Group;
• Overseeing the conduct of the Group’s business to evaluate whether
the business is being properly managed;
• Identifying and approving policies pertaining to the management of
key principal risks of the Group’s business activities and ensure the
implementation of appropriate systems to manage these risks;
• Serving as the ultimate approving authority for all significant
investment and acquisition & disposal of assets;
• Developing and implementing a shareholder communications policy
for the Company;
• Reviewing the adequacy and integrity of the Group’s internal control
systems and management information systems, including systems for
compliance with applicable laws, regulations, rules, directives and
guidelines;
• Approving the remuneration package of both Executive and Non-
Executive Directors; and
• Ensuring that the Group adheres to high standards of conduct, ethics
and corporate professional corporate behaviours.
 The Board has delegated specific responsibilities to the following
committees:
i. Audit Committee
ii. Nominating Committee
iii. Remuneration Committee

These Board Committees have been constituted with clear terms of

reference and are actively engaged to ensure that the Group is in
adherence with good corporate governance.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance practices,
leadership and effectiveness of the board is appointed.

Application : Applied

Explanation on : he roles and responsibilities of the Executive Chairman are:

application of the • Ensures that the Board functions effectively, cohesively and
practice independently of Management.
• Promotes the highest standards of corporate governance.
• Leads the Board, including presiding over Board meetings and
Company meetings and direct Board discussions to effectively use
the time available to address the critical issues facing the Company
• Promotes constructive and respectful relationship among Board
members and between Board members and Management.
• Ensures that there is effective communication between the
Company and/or Group and its shareholders and relevant
stakeholders.
• Ensure every board resolution is put to a vote, if necessary, which
would reflect the collective decision of the Board and not individual
or an interested group.

He also maintains regular dialogues/meetings with the Managing

Director/Head of business units on all operational matters.

The Company’s Chairman is an Executive Director and there are three

(3) Independent Non-Executive Directors out of seven (7) board
members (excluding two (2) Alternate Directors).

The Code recommends that at least half of the Board comprises

independent directors. As of now, the Board is of the opinion that the
current number of independent directors is sufficient to ensure
effective check and balance of power and authority on the Board; and
compliance with the Code’s recommended composition of independent
directors may be differed for the time being.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.3
The positions of Chairman and CEO are held by different individuals.

Application : Applied

Explanation on : The roles and responsibilities of the Executive Chairman and the
application of the Managing Director are held by two different individuals. The roles and
practice responsibilities of the Executive Chairman and Managing Director are
clearly defined and their respective authorities within the organisation
outlined. This is in line with the recommendation of the Code, which
requires the Board to establish clear functions reserved for the Board
and those delegated to the management.

The Board is led by Mr. Gooi Seong Lim, as the Executive Chairman,
whilst the executive management is helmed by Mr. Gooi Seong Heen,
the Managing Director of the Group. Both have in-depth first-hand
experience in managing the Group’s core businesses.

The Executive Chairman is responsible for ensuring Board effectiveness

and conduct. He ensures the integrity and effectiveness of the
governance process of the Board and acts as a facilitator at Board
meetings. Every Board resolution is put to a vote, if necessary, which
would reflect the collective decision of the Board and not specific
individuals or interest group. He also maintains regular
dialogues/meetings with the Managing Director/Head of business units
on all operational matters.

The Managing Director has the overall responsibility for the profitability
and development of the Group. He is responsible for the stewardship
of all the Group’s assets, day-to-day running of the business and
effective implementation of Board decisions, annual operating plan,
budget, policies decisions as approved by the Board.

The Managing Director’s in-depth and intimate knowledge of the

Group’s affairs contribute significantly towards the ability of the Group
to achieve its goals and objectives.

The segregation of duties between the Executive Chairman and the

Managing Director facilitates an appropriate balance of role,
responsibility and accountability and promotes appropriate supervision
of the management.

Explanation for :
departure
Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.4
The Chairman of the board should not be a member of the Audit Committee, Nomination
Committee or Remuneration Committee.

Note: If the board Chairman is not a member of any of these specified committees, but the board
allows the Chairman to participate in any or all of these committees’ meetings, by way of invitation
then the status of this practice should be a ‘Departure’.
Application : Departure

Explanation on :
application of the
practice

Explanation for : The Board Chairman is not a member of the Audit Committee,
departure Nominating Committee or Remuneration Committee.

The Board Chairman was invited to attend the Nominating Committee

and Remuneration Committee meetings to present the Management’s
proposal for the deliberations of the said Committees. In case of the
Remuneration Committee’s meeting, the Board Chairman was invited
to present matters in relation to non-board member i.e., Senior
Management’s remuneration packages and performance bonus. The
Chairman does not participate in determining his own or the other
Executive Directors’ remuneration.

Given that the Nominating Committee and the Remuneration

Committee consist wholly of Independent Non-Executive Directors, the
said Committees objectivity in deliberating the matters put forth for
their respective deliberation has not been diminished in any way. The
Board is of the view that the said Committees are able to discharge their
duties and responsibilities independently.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.5
The board is supported by a suitably qualified and competent Company Secretary to provide
sound governance advice, ensure adherence to rules and procedures, and advocate adoption
of corporate governance best practices.

Application : Applied

Explanation on : The Board is supported by three (3) qualified Company Secretaries who
application of the are members of professional bodies such as the Malaysian Institute of
practice Chartered Secretaries and Administrators (MAICSA) or the Malaysian
Association of Company Secretaries (MACS) and are qualified to act as
company secretary under Section 235(2)(a) of the Companies Act, 2016.

The Company Secretaries are external Company Secretary from Tacs

Corporate Services Sdn. Bhd. with vast knowledge and experience from
being in public practice and is supported by a dedicated team of
company secretarial personnel.

The Company Secretaries are entrusted with the responsibility to

record the Board’s and their Committees deliberations, in terms of
issues discussed, and the conclusions of such deliberations. The
minutes of the previous Board meeting are distributed to the Directors
prior to the Board meeting for their perusal before confirmation of the
minutes at the commencement of the following Board meeting. The
Directors may comment or request clarification before the minutes are
tabled for confirmation and signed by the Chairman of the meeting as
a correct record of the proceedings of the meeting.

All Directors have direct access to the advice and services of the
Company Secretaries whether as a full Board or in their individual
capacity, in discharging their duties.

The Company Secretaries, who are qualified, experienced and

competent, is a central source of information and advice to the Board
and its Committees on issues relating to compliance with laws, rules,
corporate governance best practices, procedures and regulations and
the resultant implications to the Company and the Board in discharging
their duties and responsibilities.

The appointment and removal of the Company Secretaries is a matter

for the Board as a whole. The Board is satisfied with the performance
and support rendered by the Company Secretaries to the Board in the
discharge of their functions.
Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s leadership and
is collectively responsible for meeting the objectives and goals of the company.

Practice 1.6
Directors receive meeting materials, which are complete and accurate within a reasonable period
prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a timely manner.

Application : Applied

Explanation on : The Executive Chairman and the Managing Director have the
application of the responsibility for organising information necessary for the Board to
practice constructively deal with matters listed in the agenda and ensuring all
Directors have full and timely access to such information.

In exercising their duties, all Directors have the same right of access to
all information within the Group and, the Directors may as they deem
necessary make further enquiries or request for additional information
to be provided by the Group. The Directors have access to advice and
services of the Company Secretaries, on matters relating but not limited
to Board meeting procedures and applicable rules and regulations. If
necessary, senior management personnel may be requested to provide
information and address any queries or concerns of the Directors.

All Directors are provided with an agenda and a set of comprehensive

Board papers at least seven (7) days before the meeting. These are
issued within sufficient time prior to Board meetings to allow Directors
to appreciate issues to be deliberated on and provide constructive input
during Board discussions. Board papers may include reports,
presentations, or such other document containing relevant and
accurate information to facilitate the Board’s decision-making process.
Senior management staff and/or external advisors may be invited to
attend Board meetings, to advise and provide the Board with detailed
explanations and clarifications whenever necessary on matters that are
tabled.

The Board papers prepared for quarterly scheduled meetings include,

among others, the following:
• Minutes of previous Board meeting
• Minutes of the Board Committee’s meeting
• Reports on matters arising
• Quarterly financial report
• Reports on operations
 Other matters highlighted for the Board’s decision include the approval
of corporate plans, acquisitions and disposals of assets that are material
to the Group, major investments, changes to management and control
structure of the Group, including key policies, procedures and authority
limits.

Minutes of meetings are prepared by the Company Secretaries. Upon

completion of the meeting, a draft minutes of meeting will be circulated
to all Members in a timely manner for review and finalisation.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
There is demarcation of responsibilities between the board, board committees and
management.

There is clarity in the authority of the board, its committees and individual directors.

Practice 2.1
The board has a board charter which is periodically reviewed and published on the company’s
website. The board charter clearly identifies–
▪ the respective roles and responsibilities of the board, board committees, individual
directors and management; and
▪ issues and decisions reserved for the board.

Application : Applied

: All Board members are expected to show good stewardship and act in
a professional manner, as well as uphold the core values of integrity and
enterprise with due regard to their fiduciary duties and responsibilities.
The Board has formalised and adopted a Board Corporate Governance
Manual (“Board CG Manual”) which provides guidance to the Board in
fulfilment of its roles, functions duties and responsibilities. The Board
will review the Board CG Manual as and when required to ensure
relevance and compliance with the regulations. Extracts of the Board
CG Manual are now available on the Company’s website at
www.kimloong.com.my. The Board CG Manual is the primary document
that elucidates on the governance of the Board, Board Committees and
individual Directors.

The Board CG Manual sets out the role, functions, composition,

operation and processes of the Board to ensure that all Board members
acting on behalf of the Company are aware of their duties and
responsibilities as Board members. The Board CG Manual also acts as a
source of reference and primary induction literature in providing
insights to Board members and senior management.

The Board CG Manual covers amongst others, the following matters:

• Board Charter
• Role, Responsibilities and Power of the Board, Individual
Directors, Chairman and Managing Director
• Role of Board Committees
• Role of Company Secretary
• Board and General Meetings
• Corporate Disclosure Policy
• Whistle-blowing Policy
• Code of Ethics and Conduct
• Corporate Integrity Policy - Anti Fraud Policy
• Risk Management Policy
• Investor Relations Policy
 This Board CG Manual will be regularly reviewed and updated in
accordance with the needs of the Company and any new regulations.
Any amendments to the Board CG Manual shall be approved by the
Board. The Board CG Manual was adopted on 17 May 2018.

Extracts of the Board CG Manual is available on the Company’s website

at www.kimloong.com.my.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.

The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.

Practice 3.1
The board establishes a Code of Conduct and Ethics for the company, and together with
management implements its policies and procedures, which include managing conflicts of
interest, preventing the abuse of power, corruption, insider trading and money laundering.

The Code of Conduct and Ethics is published on the company’s website.

Application : Applied

Explanation on : The Board acknowledges its role in establishing a corporate culture with
application of the uncompromising ethical conduct. In line with this principle, the Group
practice has in place the following policies to ensure the conduct of business of
the Group and the employees are consistently carried out ethically and
with integrity.

a) Code of Ethics and Conduct

The Code of Ethics and Conduct (“COEC”) of the Group contains detailed
policy statements on the standards of behaviour and ethical conduct
expected of all Directors and employees and business partners of the
Group. The COEC not only promotes legal and procedural compliance
but also provides a moral compass to ensure that the individual’s
behaviour is in line with the Group’s Core Values and business
objectives.

All employees are expected to understand the principles and standards

stipulated and must comply with them not only in their form but also in
the substance of the ethical principles and conduct stated in the
COEC.

Further details on the COEC are available on the Company’s website at

www.kimloong.com.my.

b) Whistleblowing Policy
The Group’s Whistleblowing Policy provides a transparent mechanism
and avenue for all stakeholders to report or raise genuine concerns on
any misconduct without fear of retaliation and intimidation.
Confidentiality and anonymity are assured to stakeholders who disclose
their concerns in good faith and in doing so, had followed the
appropriate disclosure procedures, accordingly. The Whistleblowing
Policy sets a clear procedural guide for stakeholders to follow in raising
their concerns to ensure that issues are addressed by the appropriate
personnel and definitive action can be taken.
 c) Gift, Entertainment and Travel Policy
The Gift, Entertainment and Travel Policy is intended to enable the
Directors, Management and employees to conduct the Group’s
business with integrity and maintain strong professional relationships
with all of their counterparts and business partners based on merit and
performance.

d) Anti-Bribery and Anti-Corruption Policy

With the adoption of the Anti-Bribery and Anti-Corruption (“ABC”)
policy, the Group practises zero tolerance policy against all forms of
bribery and corruption. The ABC policy elaborates upon those principles
and provides guidance to employees on how to deal with improper
solicitation, bribery and other corrupt activities and issues that may
arise in the course of conducting business. The ABC policy is also
applicable to all employees, directors, contractors, sub-contractors,
consultants, agents, representatives and others performing work or
services for or on behalf of Group.

Continuous engagement activities are conducted to spread awareness

of the policies and to address any concerns.

For more information on the ABC policy, please refer to the Company’s
website at www.kimloong.com.my.

e) Corporate Liability
The Malaysian Anti-Corruption Commission Act 2009 (“MACC Act
2009”) has been amended to include a corporate liability provision that
imposes liability on a commercial organisation for corruption
committed by persons associated with the organisation to obtain a
business advantage. Taking cognisance of the provision under Section
17A of the MACC Act 2009 which came into effect on 1 June 2020, the
Company has taken proactive actions to ensure that it has adequate
procedures in place designed to prevent associated persons from
undertaking conduct that would be in breach of the said section.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.

The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.

Practice 3.2
The board establishes, reviews and together with management implements policies and
procedures on whistleblowing.

Application : Applied

Explanation on : As part of best practices in good corporate governance, a

application of the Whistleblowing Policy has been established by the Board since 2014
practice that outlines the principles underpinning the grievance procedure.

The Group’s Whistleblowing Policy provides a transparent mechanism

and avenue for all stakeholders to report or raise genuine concerns on
any misconduct without fear of retaliation and intimidation.
Confidentiality and anonymity are assured to stakeholders who disclose
their concerns in good faith and in doing so, had followed the
appropriate disclosure procedures, accordingly. The Whistleblowing
Policy sets a clear procedural guide for stakeholders to follow in raising
their concerns to ensure that issues are addressed by the appropriate
personnel and definitive action can be taken.

Details of the whistle-blowing channel are available on the Company’s

website at www.kimloong.com.my.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic
manner to support its long-term strategy and success.

Practice 4.1
The board together with management takes responsibility for the governance of sustainability
in the company including setting the company’s sustainability strategies, priorities and targets.

The board takes into account sustainability considerations when exercising its duties including
among others the development and implementation of company strategies, business plans,
major plans of action and risk management.

Strategic management of material sustainability matters should be driven by senior

management.

Application : Applied

Explanation on : The Group has established a Risk Management and Sustainability

application of the Committee (“RMSC”), helmed by the Managing Director and other
practice Executive Directors of the Company as well as Heads of Business Units
of the Group as Committee members. The RMSC, which assists and
reports directly to the Board on risk management and sustainability
matters, is supported by a working group comprising members of the
RMSC and key Management staff. The working group is involved in the
identification of MSMs, as well as the management of MSMs, which are
deliberated at the RMSC and the outcome thereof is disseminated to
the Board for notification and comments, as case may be.

Boards meetings are held to discuss the progress of approved strategic

initiatives and directives are made to address identified risk and
opportunities.

The roles of each team in the Sustainability Governance Structure are

as follows:

Board of Directors
• Evaluate the Group’s overall sustainability strategies, direction
and agenda.
• Conduct the final review and approval on sustainability matters
relating to the Group.

Managing Director
• Drives and monitors the implementation of the Group’s
sustainability strategies, direction and agenda.
• Approves sustainability strategies and framework.

Risk Management & Sustainability Committee (“RMSC”)

• Evaluates overall sustainability risks and opportunities and
develops the sustainability strategies with agenda for
implementation.
 • Monitors implementation of sustainability programs to ensure
compliance from all departments at operational level.
• Resolves critical or major sustainability issues that may impact
the Group.
• Periodically reviews the progress of sustainability
implementation and reports to the Board.
• Reports to the Board of any unresolved critical sustainability
issues.

Working Groups
• Supports and promotes effective implementation of the
sustainability strategies through regular monitoring, reviewing,
and improving sustainability practices in all plantations / mills.
• Ensures resources and procedures are in place to achieve its
sustainability commitments and targets.
• Continuously improves the management system to meet
Malaysian Sustainable Palm Oil (“MSPO”) Standard.
• Periodically reports to RMSC on the progress of sustainability
implementation in plantation/mills.
• Reports to RMSC of any critical or major sustainability issues in
plantation/mills.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic manner
to support its long-term strategy and success.

Practice 4.2
The board ensures that the company’s sustainability strategies, priorities and targets as well as
performance against these targets are communicated to its internal and external stakeholders.

Application : Applied

Explanation on : The Board conducts reviews of the Company’s sustainability strategies,

application of the priorities and targets. Any directives from the Board are cascaded down
practice by the Managing Director to the Management Team via management
meetings / performance review meetings.

The Management Team ensures that these directives are further

cascaded down the organisation.

In addition, the Management Team is responsible for setting Company-

wide performance goals and targets relating to sustainability and
measuring the same, which is reported to the Board.

The Company’s sustainability strategies, priorities and targets are

disclosed to external stakeholders through its Sustainability Statement
in its Annual Report.

During the financial year 2025, the Board Members had participated in
various training programmes to keep abreast of latest changes and
developments relating to sustainability.

Details of our stakeholder management approach in general are

disclosed in our Annual Report.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic manner
to support its long-term strategy and success.

Practice 4.3
The board takes appropriate action to ensure they stay abreast with and understand the sustainability
issues relevant to the company and its business, including climate-related risks and opportunities.

Application : Applied

Explanation on : All Directors including the Alternate Directors have completed the
application of the “Mandatory Accreditation Programme for Directors of Public Listed
practice Companies” pursuant to Paragraph 15.08 of the MMLR of Bursa
Securities.

During the financial year under review, the Board has discussed training
programmes proposed for the Directors’ attendance. Directors are also
encouraged to participate in seminars and/or conferences organised by
relevant regulatory authorities, professional bodies and commercial
entities providing training.

This is part of their Continuous Education Programme to keep abreast

with relevant new developments on a continuous basis on the general
regulatory, economic, industry and technical developments to further
enhance their skills, knowledge and experience as well as update
themselves on new developments in the business environment in order
to fulfil their duties as Directors.

Directors also receive briefing from External Auditors on updates in

financial reporting and new accounting standards affecting the Group,
bankers on available financial instruments and suppliers/contractors on
their products. The Executive Directors represent the Group at the
Committee of East Malaysia Planters’ Association and Malaysian Estate
Owners’ Association and they are kept informed on new developments
affecting the plantation industry.

In addition, the Management Team is being tasked to engage with

sustainability related associations to ensure emerging trends and
requirements are reported to the Board and addressed. These
associations include:
• Certification bodies
• Sustainability consultancy firms
• Regulatory bodies
Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic manner
to support its long-term strategy and success.

Practice 4.4
Performance evaluations of the board and senior management include a review of the performance
of the board and senior management in addressing the company’s material sustainability risks and
opportunities.

Application : Applied

Explanation on : The Board reviews its performance and that of the Board Committees
application of the and individual Directors on an annual basis based on a set of
practice predetermined criteria on a process that is facilitated by the
Nominating Committee.

A comprehensive and independent assessment of the candidate will be

conducted by the Nominating Committee without any influence from
the major controlling shareholders, Managing Director or Executive
Directors.

The annual assessment on the Board, its Committees and each

individual Director and Audit Committee member was carried out
internally using self-evaluation forms extracted from the Corporate
Governance Guide issued by Bursa Malaysia Securities Berhad.

In conducting the evaluation, the following criteria were adopted by the

Nominating Committee –
• Board mix and composition;
• Quality of information and decision making;
• Boardroom activities;
• Board’s relationship with the management;
• Board committee’s evaluation;
• Fit and proper;
• Contribution and performance;
• Caliber and personality;
• Financial literacy; and
• Controls, risk management and compliance.

The results of the duly completed self-evaluation forms received from

the Directors and Audit Committee members were tabled to the
Nominating Committee for consideration. The Nominating Committee
is satisfied that the Board has a good mix of skills, experience and
qualities and each of the Directors has the professionalism,
 competence, experience, time commitment, integrity and character to
effectively discharge their role as a Director.

The Nominating Committee is also satisfied with the performance of the

Audit Committee and each of Audit Committee members who have
carried out their duties in accordance with their Terms of Reference.

The results from the Nominating Committee were reported to the

Board.

Similarly, the Management Team’s performance in addressing the

Company’s material sustainability risks and opportunities is reviewed as
part of the annual performance review process.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic manner
to support its long-term strategy and success.

Practice 4.5- Step Up

The board identifies a designated person within management, to provide dedicated focus to manage
sustainability strategically, including the integration of sustainability considerations in the operations
of the company.

Note: The explanation on adoption of this practice should include a brief description of the
responsibilities of the designated person and actions or measures undertaken pursuant to the role in
the financial year.
Application : Adopted

Explanation on : The Board has designated Mr Gooi Chuen Kang, the Plantation Director
adoption of the who is responsible for focusing on sustainability across the Group. This
practice designated person reports directly to Managing Director to ensure
sustainability is driven from the top.
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account diverse
perspectives and insights.

Practice 5.1
The Nomination Committee should ensure that the composition of the board is refreshed periodically.
The tenure of each director should be reviewed by the Nomination Committee and annual re-election
of a director should be contingent on satisfactory evaluation of the director’s performance and
contribution to the board.

Application : Applied

Explanation on : The Nominating Committee is empowered by the Board through clearly

application of the defined terms of reference to ensure that there are appropriate
practice procedures in place for the nomination, selection and evaluation of
Directors. The Nominating Committee assesses the effectiveness of the
Board as a whole and each of the Board Committees as well as the
contribution of each individual Director, including the Independent
Non-Executive Directors, Executive Chairman and Managing Director on
an annual basis. All assessments and evaluations carried out by the
Nominating Committee in discharging its duties are documented in the
minutes of meetings.

The objective of the assessment of the effectiveness of the Board as a

whole, the Board Committee and the contribution of each Director was
to improve the Board and the Committee’s effectiveness and to
enhance the Director’s awareness on the key areas that need to be
addressed. The evaluation result was tabled for consideration of the
Nominating Committee and its recommendations to the Board.

The Board, through the Nominating Committee’s annual appraisal

process, believes that it possesses the required mix of skills, experience
and other qualities including core competencies brought by
Independent Non-Executive Directors which enables it to discharge its
duties in an effective manner in light of the challenging economic and
operating environment in which the Group operates. Furthermore, the
Board continuously reviews its size and composition with particular
consideration on its impact on the effective functioning of the Board.

The Board appoints its members through a selection process. All new
appointees will be considered and evaluated by the Nominating
Committee for the candidates’ ability to discharge responsibilities as

27
 expected from them. The Committee will then recommend the
candidates to be approved and appointed by the Board. The Company
Secretaries will ensure that all appointments are properly made and
that legal and regulatory obligations are met.

The Terms of Reference of the Nominating Committee is available on

the Company’s website at www.kimloong.com.my and Report of the
Nominating Committee is on pages 124 and 125 of this Annual Report.
Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

28
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account diverse
perspectives and insights.

Practice 5.2
At least half of the board comprises independent directors. For Large Companies, the board comprises
a majority independent directors.

Application : Departure

Explanation on :
application of the
practice
Explanation for : The Board comprises seven (7) members, out of which four (4) are
departure Executive Directors (including the Executive Chairman), three (3)
Independent Non-Executive Directors. There are two (2) Alternate
Directors.

The Board composition is in compliance with Paragraph 15.02(1) (a) of

the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad which stipulates that at least two Directors or 1/3 of the Board,
whichever is higher, must be independent directors.

As of now, the Board is of the opinion that the current number of

independent directors is sufficient to ensure effective check and
balance in the Board; and compliance with the recommendation by
Malaysia Code on Corporate Governance may be differed for the time
being. However, the Board will continuously review and re-evaluate its
stance on this matter.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

29
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.3
The tenure of an independent director does not exceed a cumulative term limit of nine years.
Upon completion of the nine (9) years, an independent director may continue to serve on the
board as a non-independent director.

If the board intends to retain an independent director beyond nine (9) years, it should justify
and seek annual shareholders’ approval. If the board continues to retain the independent
director after the twelfth year, the board should seek annual shareholders’ approval through a
two-tier voting process.

Application : Not applicable - No independent director(s) serving beyond 9 years

Explanation on : The presence of Independent Non-Executive Directors provides a

application of the pivotal role in corporate accountability.
practice
The role of the Independent Non-Executive Directors is particularly
important as they provide independent and objective views, advice and
judgement in the Board’s decision making process. The Independent
Non-Executive Directors do not participate in the operation of the
Group in order to uphold their objectivity and fulfil their responsibility
to provide check and balance to the Board.

i. Annual Assessment of Independent Directors

The Board recognises the importance of independence and objectivity
in its decision-making process.

The Independent Directors who are professionals of high calibre and

integrity with expertise in their respective field, enable a more robust
deliberation process with greater impartiality and objectivity.

During the financial year, the Board through the Nominating Committee
performed an evaluation of all Directors including the Independent
Directors and was satisfied that the Independent Directors have
demonstrated their ability to act impartially and objectively during
Board deliberations and acted in the interest of the Company and its
stakeholders.

ii. Tenure of Independent Director

The Board noted the recommendation of the Code that the tenure of
an Independent Director should not exceed a cumulative term of nine
(9) years. Upon completion of the nine (9) years, an independent
director may continue to serve on the board as a non-independent
director. If the Board intends of retaining an individual as independent

30
 director beyond nine (9) years, it should justify and seek annual
shareholders’ approval through a two-tier voting process.

The current Independent Directors meet the recommendation of the

Code as they were appointed to the Board during the FY2023.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

31
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.4 - Step Up

The board has a policy which limits the tenure of its independent directors to nine years.

Application : Not Adopted

Explanation on :
adoption of the
practice

32
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.5
Appointment of board and senior management are based on objective criteria, merit and with
due regard for diversity in skills, experience, age, cultural background and gender.

Directors appointed should be able to devote the required time to serve the board effectively.
The board should consider the existing board positions held by a director, including on boards
on non-listed companies. Any appointment that may cast doubt on the integrity and
governance of the company should be avoided.

Application : Applied

Explanation on : The Board acknowledges the importance of boardroom diversity in

application of the terms of gender, ethnicity, regional and industry experience, cultural
practice and geographical background, age and perspective. However, the Board
is of the collective opinion that there was no necessity to adopt a formal
diversity policy as the Group is committed to providing fair and equal
opportunities and nurturing diversity within the Group.

When appointing a Director, the Nominating Committee and the Board

will always evaluate and match the criteria of the candidate to the
Board based on individual merits, experience, skill, competency,
knowledge and potential contribution, whilst the Code will also be given
due consideration for boardroom diversity.

The Company practices equal employment opportunities for all

qualified individual to create a workforce that is fair and inclusive and
seeks to retain and attract the most suitable person to do the job.

We reward and promote employee based on individual performance,

capability and potential.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

33
Timeframe :

34
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.6
In identifying candidates for appointment of directors, the board does not solely rely on
recommendations from existing board members, management or major shareholders. The
board utilises independent sources to identify suitably qualified candidates.

If the selection of candidates was based on recommendations made by existing directors,

management or major shareholders, the Nominating Committee should explain why these
source(s) suffice and other sources were not used.

Application : Departure

Explanation on :
application of the
practice

Explanation for : Currently the selection of candidates to be considered as directors are

departure based on the existing networks and recommendations from the
Directors, Management and major shareholders through a selection
process facilitated by the Nominating Committee.

The director appointment process is based on meritocracy and is

focused on the sourcing, selection and appointment of suitable board
members of high calibre and sound understanding of the industry.

The Board is of the opinion that recommendation from existing board

members and major shareholder is working as intended for the time
being. The potential candidates go through a selection process
facilitated by the Nominating Committee.

The Nominating Committee will assess the candidates for their

suitability based on the following criteria:
• skills, knowledge, expertise and experience;
• fit and proper;
• character, integrity and professionalism;
• perceived ability to work cohesively with other members of the
Board;
• number of directorships and other external obligations which
may affect the candidates’ commitment, including time
commitment and value contribution;
• diversity in age, gender and experience/background; and
• such other relevant factors as may be determined by the
Nominating Committee which would contribute to the Board’s
collective skills, whilst taking into account the current and

35
 future needs of the Company, boardroom diversity and other
soft attributes required as Directors.

Internal promotion of Senior Management as director are also being

considered as career advancement for them.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

36
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.7
The board should ensure shareholders have the information they require to make an informed
decision on the appointment and reappointment of a director. This includes details of any
interest, position or relationship that might influence, or reasonably be perceived to influence,
in a material respect their capacity to bring an independent judgement to bear on issues before
the board and to act in the best interests of the listed company as a whole. The board should
also provide a statement as to whether it supports the appointment or reappointment of the
candidate and the reasons why.

Application : Applied

Explanation on : The Board ensures that shareholders are kept informed on the changes
application of the to the Board and its supporting Board Committees. Any changes to the
practice Board’s composition and structure is disclosed via the Bursa Malaysia
Announcement Link within the stipulated time required by the
regulators. The Company’s corporate website is also promptly updated
to disclose the changes to the Board’s composition.

Information on Directors being put up for re-election is shared with

shareholders via the Notice of AGM.

The following Director shall retire in accordance with Clause 88 of the

Company’s Constitution:
a) Mr Gooi Seong Gum
b) Mr Gooi Seong Heen

The profiles of the Directors standing for re-election as mentioned in

paragraph above at the Fiftieth Annual General Meeting are set out in
the Annual Report 2025 under the section named Profile of Directors.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

37
Timeframe :

38
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.8
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.

Application : Applied

Explanation on : The Chair of the Nominating Committee is held by the Senior

application of the Independent Director, Mr Yong Chung Sin. The Nominating Committee
practice currently comprises three Independent Directors.

The Terms of Reference of the Nominating Committee is available on

the Company’s website at www.kimloong.com.my.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

39
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.9
The board comprises at least 30% women directors.

Application : Departure

Explanation on :
application of the
practice

Explanation for : Whilst acknowledging the recommendation of the Code on gender

departure diversity, the Board is of the collective opinion that there was no
necessity to adopt a formal gender diversity policy as the Group is
committed to providing fair and equal opportunities and nurturing
diversity within the Group.

When appointing a Director, the Nominating Committee and the Board

will always evaluate and match the criteria of the candidate to the
Board based on individual merits, experience, skill, competency,
knowledge and potential contribution, whilst the Code will also be given
due consideration for boardroom diversity.

The Company does not set any specific target for boardroom diversity
and female representation will be considered when suitable candidates
are identified.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

40
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.

Practice 5.10
The board discloses in its annual report the company’s policy on gender diversity for the board
and senior management.

Application : Departure

Explanation on :
application of the
practice

Explanation for : The Board acknowledges the importance of boardroom diversity policy
departure and target by the Code. When appointing a Director, the Nominating
Committee and the Board will always evaluate and match the criteria of
the candidate to the Board based on individual merits, experience, skill,
competency, knowledge and potential contribution, whilst the Code
will also be given due consideration for boardroom diversity.

The Company does not set any specific target for boardroom diversity
and female representation will be considered when suitable candidates
are identified.

During employee recruitment process, the Company ensures diversity

in its management level by having female representation at the
management level which could potentially be a pipeline for future
candidates to be appointed as Director or Senior Management.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

41
Intended Outcome
Stakeholders are able to form an opinion on the overall effectiveness of the board and
individual directors.

Practice 6.1
The board should undertake a formal and objective annual evaluation to determine the
effectiveness of the board, its committees and each individual director. The board should
disclose how the assessment was carried out and its outcome, actions taken and how it has
or will influence board composition.

For Large Companies, the board engages independent experts periodically to facilitate
objective and candid board evaluations.

Note: For a Large Company to qualify for adoption of this practice, it must undertake annual board
evaluation and engage an independent expert at least every three years to facilitate the evaluation.
Application : Applied

Explanation on : The Nominating Committee is empowered by the Board through clearly

application of the defined terms of reference to ensure that there are appropriate
practice procedures in place for the nomination, selection and evaluation of
Directors. The Nominating Committee assesses the effectiveness of the
Board as a whole and each of the Board Committees as well as the
contribution of each individual Director, including the Independent
Non-Executive Directors, Executive Chairman and Managing Director on
an annual basis.

All assessments and evaluations carried out by the Nominating

Committee in discharging its duties are documented in the minutes of
meetings. The objective of the assessment of the effectiveness of the
Board as a whole, the Board Committee and the contribution of each
Director was to improve the Board and the Committee’s effectiveness
and to enhance the Director’s awareness on the key areas that need to
be addressed. The evaluation result was tabled for consideration of the
Nominating Committee and its recommendations to the Board.

The Board, through the Nominating Committee’s annual appraisal

process, believes that it possesses the required mix of skills, experience
and other qualities including core competencies brought by
Independent Non-Executive Directors which enables it to discharge its
duties in an effective manner in light of the challenging economic and
operating environment in which the Group operates.

Furthermore, the Board continuously reviews its size and composition

with particular consideration on its impact on the effective functioning
of the Board.

42
 The Board appoints its members through a selection process. All new
appointees will be considered and evaluated by the Nominating
Committee for the candidates’ ability to discharge responsibilities
as expected from them. The Committee will then recommend the
candidates to be approved and appointed by the Board. The Company
Secretaries will ensure that all appointments are properly made and
that legal and regulatory obligations are met.

The Nominating Committee is also satisfied with the performance of the

Audit Committee and each of Audit Committee members who have
carried out their duties in accordance with their Terms of Reference.

The Terms of Reference of the Nominating Committee is available on

the Company’s website at www.kimloong.com.my and the Report of
the Nominating Committee is on pages 124 and 125 of this Annual
Report.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

43
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.

Remuneration policies and decisions are made through a transparent and independent
process.

Practice 7.1
The board has in place policies and procedures to determine the remuneration of directors
and senior management, which takes into account the demands, complexities and
performance of the company as well as skills and experience required. The remuneration
policies and practices should appropriately reflect the different roles and responsibilities of
non-executive directors, executive directors and senior management. The policies and
procedures are periodically reviewed and made available on the company’s website.

Application : Applied

Explanation on : The remuneration policy of the Company aims to enable the Company
application of the to attract and retain Directors and senior management of calibre and
practice relevant experience and expertise to manage the Group successfully.
For an Executive Director and senior management, the remuneration
will depend on the achievement of goals including targets and personal
achievement and is linked to Group and individual performance. In the
case of a Non-Executive Director, the level of remuneration reflects the
experience, expertise and level of responsibilities undertaken by the
particular Non-Executive Director concerned. All Independent Non-
Executive Directors are paid Director’s fees for serving as Directors on
the Board and its Committees.

The Company also reimburses reasonable expenses incurred by these

Directors in the course of their duties.

a. The level and make up of Remuneration

The remuneration package of the Executive Directors and senior
management is reviewed by the Remuneration Committee for
consideration of the Board.

The remuneration of all Non-Executive Directors is reviewed by the

Board, based on their experience and expertise and the level of
responsibilities of the Directors concerned as well as the condition of
the industry.

b. Procedure
The Remuneration Committee recommends to the Board the
remuneration package of the Executive Directors and senior
management. The Executive Directors do not participate in decisions

44
 regarding their own remuneration packages. The Board as a whole
determines the remunerations of Non-Executive Directors with
individual Directors abstaining from making decisions in respect of their
individual remunerations. The Directors’ fees and meeting allowance
are approved at the AGM by shareholders.

c. Disclosure
The remuneration received or to be received by Directors of the
Company from the Group and Company for the financial year ended 31
January 2025 amounted to RM10,723,848 and RM7,547,681
respectively.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

45
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.

Remuneration policies and decisions are made through a transparent and independent
process.

Practice 7.2
The board has a Remuneration Committee to implement its policies and procedures on
remuneration including reviewing and recommending matters relating to the remuneration of
board and senior management.

The Committee has written Terms of Reference which deals with its authority and duties and
these Terms are disclosed on the company’s website.

Application : Applied

Explanation on : The Board has a Remuneration Committee chaired by the Senior

application of the Independent Director and two Independent Directors are members to
practice the Committee.

The Remuneration Committee is responsible for recommending the

remuneration framework and the remuneration packages of the
Executive Chairman, Managing Director, Executive Directors and senior
management, so as to ensure that rewards are linked to their
performance and contributions to the Group’s growth and profitability
in order to align the interest of the Directors and senior management
with those of shareholders. The Committee also ensures that the level
of remunerations for Executive Directors and senior management are
linked to their level of responsibilities and contribution to the effective
functioning of the Company and the Group. None of the Executive
Directors participated in any way in determining their individual
remuneration.

The Board as a whole determines the remuneration packages of

Independent Non-Executive Directors with the Directors concerned
abstaining from discussions in respect of their individual remuneration.
In deciding on an appropriate level of fees for each Independent Non-
Executive Director, the Board has considered the responsibility level
and time commitment required in attending both the scheduled and
special Board meetings, deliberation time required for Board papers, as
well as the number of Board Committees involved.

The Terms of Reference of the Remuneration Committee is available on

the Company’s website at www.kimloong.com.my and the Report of

46
 the Remuneration Committee is on page 123 of this Annual Report.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

47
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.

Practice 8.1
There is detailed disclosure on named basis for the remuneration of individual directors. The
remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind
and other emoluments.

Application : Applied

Explanation on : A summary of the remuneration of the Directors of the Company and

application of the the Group for the year ended 31 January 2025, distinguishing between
practice Executive and Non-executive Directors, with categorisation into
appropriate components is set out as below:

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

48
 Company (‘000) Group (‘000)

emoluments

emoluments
Benefits-in-

Benefits-in-
No Name Directorate

Allowance

Allowance
Bonus

Bonus
Salary

Salary
Other

Other
Total

Total
kind

kind
Fee

Fee
Executive
1 Gooi Seong Lim - 492,000 820,000 21,323 205,702 1,539,025 89,500 - 852,000 1,067,500 21,323 215,566 2,245,889
Director
Executive
2 Gooi Seong Heen - 588,000 980,000 14,725 503,621 2,086,346 89,500 - 948,000 1,227,500 16,561 631,110 2,912,671
Director
Executive
3 Gooi Seong Chneh - 492,000 820,000 323 454,482 1,766,805 89,500 - 852,000 1,067,500 323 581,971 2,591,294
Director
Executive
4 Gooi Seong Gum - - 492,000 820,000 10,223 454,982 1,777,205 83,500 - 852,000 1,067,500 10,233 582,471 2,595,694
Director
Independent
5 Yong Chung Sin 128,600 - - - - 2,500 131,100 128,600 - - - - 2,500 131,100
Director
Independent
6 Soh Ban Ting 121,100 - - - - 2,500 123,600 121,100 - - - - 2,500 123,600
Director
Dr Chee Yau
Independent
7 Kuan @ Chia Yan 121,100 - - - - 2,500 123,600 121,100 - - - - 2,500 123,600
Director
Kuan

49
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.

Practice 8.2
The board discloses on a named basis the top five senior management’s remuneration
component including salary, bonus, benefits in-kind and other emoluments in bands of
RM50,000.

Application : Departure

Explanation on :
application of the
practice

Explanation for : The Company has an existing policy whereby the remuneration of
departure employees is classified as confidential.

The Board is of the view that disclosure on a named basis of the top five
(5) Senior Management’s remuneration components in bands of
RM50,000 as being disadvantageous to the Group given the
competitiveness in the plantation (palm oil) industry for talent. It could
also possibly give rise to unnecessary staff rivalry and disillusionment.
Additionally, as the components of the remuneration of Senior
Management are subject to the Personal Data Protection Act 2010, the
Board has opted not to disclose personal data of its Senior Management
to the public at large.

The performance of senior management is evaluated on an annual basis

and measured against pre-determined targets including
responsibilities. The Board will ensure that the senior management is
appropriately remunerated based on their performance. The Board will
continuously undertake a robust internal process to ensure that the
remuneration of Senior Management is competitive and fair.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

50
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.

Practice 8.3 - Step Up

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.

Application : Not Adopted

Explanation on :
adoption of the
practice

51
Intended Outcome
There is an effective and independent Audit Committee.

The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.

Practice 9.1
The Chairman of the Audit Committee is not the Chairman of the board.

Application : Applied

Explanation on : The Chairman of the Audit Committee is the Independent Non-

application of the Executive Director.
practice
Mr. Yong Chung Sin is the Audit Committee chair from 15 September
2022 till 4 February 2025. Ms Soh Ban Ting was appointed as the
chairperson with effect from 4 February 2025.

Members of the Audit Committee, including the Chairman were

appointed by the Board based on the recommendation by the
Nominating Committee.

The Terms of Reference of the Audit Committee is available at the

Company’s website at www.kimloong.com.my.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

52
Intended Outcome
There is an effective and independent Audit Committee.

The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.

Practice 9.2
The Audit Committee has a policy that requires a former partner of the external audit firm of
the listed company to observe a cooling-off period of at least three years before being
appointed as a member of the Audit Committee.

Application : Applied

Explanation on : Since the formation of the Audit Committee, the Board has never
application of the appointed any former key audit partner as its Audit Committee
practice member.

The Board will observe a cooling-off period of at least three years in the
event a former partner of the external auditor is considered as a
potential appointee as Audit Committee member.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

53
Intended Outcome
There is an effective and independent Audit Committee.

The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.

Practice 9.3
The Audit Committee has policies and procedures to assess the suitability, objectivity and
independence of the external auditor to safeguard the quality and reliability of audited financial
statements.

Application : Applied

Explanation on : The Board through the establishment of the Audit Committee, has
application of the established a good working relationship with its External Auditors i.e.,
practice Messrs Ernst & Young PLT. The Group also maintains a transparent and
professional relationship with its External Auditors in seeking
professional advice and ensuring compliance with the applicable
Malaysian Financial Reporting Standards in Malaysia. Messrs Ernst &
Young PLT report to the shareholders of the Company on their opinion
which is included as part of the Group’s Annual Report with respect to
their audit on each year’s statutory financial statements. The
Company’s External Auditors are appointed every year during the AGM.

The External Auditors are invited to attend the Audit Committee

meetings and AGM and are available to answer shareholders’ questions
on the conduct of the statutory audit and the preparation and content
of their audit report.

The Board has adopted a procedure in relation to the provision of non-

audit services by the Company’s External Auditors to ensure that it is
not in conflict with the role of the External Auditors or their
independence.

The External Auditors are required to declare their independence

annually.

The Audit Committee is responsible to review all the non-audit services

provided by the External Auditors and the aggregate amount of fees
paid to them. Details of the amounts paid to the External Auditors for
non-audit services performed during the year are set out in the
Additional Compliance Information of this Annual Report.

The Audit Committee is also aware of the recommendation of the Code

to have policies and procedures in place to assess the suitability and
independence of External Auditors. Considering the expertise and
existing business knowledge of the current External Auditors and the
location of the Company and its subsidiaries, the Audit Committee is of
54
 the opinion that the current External Auditors are still suitable for re-
appointment. While assessing the independence of the External
Auditors, the Audit Committee is satisfied and agreed with the
representation by the External Auditors in their Audit Planning
Memorandum for the audit of the financial year ended 31 January 2025,
that they are independent in accordance with the By-laws (on
Professional Ethics, Conduct and Practise) of the Malaysian Institute of
Accountants. Furthermore, during the financial year ended 31 January
2025, the External Auditors were not engaged for any significant
services other than the statutory audit.

The Board is satisfied based on advice from the Audit Committee that
the provision of the non-audit services does not in any way compromise
on their independence. In addition, the Audit Committee has obtained
a written assurance from the External Auditors confirming that they are
and have been independent throughout the conduct of the audit
engagement in accordance with the terms of all relevant professional
and regulatory requirements.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

55
Intended Outcome
There is an effective and independent Audit Committee.

The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.

Practice 9.4 - Step Up

The Audit Committee should comprise solely of Independent Directors.

Application : Adopted

Explanation on : The Audit Committee is appointed by the Board of Directors from

adoption of the amongst the Non-Executive Directors and consists of three (3)
practice members, all of whom are Independent Non-Executive Directors.

56
Intended Outcome
There is an effective and independent Audit Committee.

The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.

Practice 9.5
Collectively, the Audit Committee should possess a wide range of necessary skills to
discharge its duties. All members should be financially literate, competent and are able to
understand matters under the purview of the Audit Committee including the financial reporting
process.

All members of the Audit Committee should undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards,
practices and rules.

Application : Applied

Explanation on : The Audit Committee possesses a wide range of necessary skills to

application of the discharge its duties in accordance with the Terms of Reference of the
practice Audit Committee. All members are financially literate and are able to
understand matters under the preview of the Audit Committee
including the financial reporting process.

The qualification and experience of the Audit Committee Members are

disclosed in the Board of Directors profile portion of the Annual Report.

The Audit Committee is always kept abreast of relevant developments

in accounting and auditing standards, practices and rules by the Finance
Director, Internal Auditors and External Auditors.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

57
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.

The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.

Practice 10.1
The board should establish an effective risk management and internal control framework.

Application : Applied

Explanation on : Risk Management Framework

application of the The Board recognises that risk management is an integral part of the
practice Group’s business operations and is important for the achievement of its
business objectives. The Group has established a Risk Management and
Sustainability Committee (“RMSC”) that is chaired by the Managing
Director and its members comprise the Executive Directors, Heads of
Divisions & Departments and staff from key operations.

They have also been trained to identify the risks relating to their areas;
the likelihood of these risks occurring; the consequences if they do
occur; and the actions being and/or to be taken to manage these risks
to the desired level. The risk profiles and risk treatment measures
determined from this process are documented in risk registers with
each business or operations area having its respective risk register. The
risk registers are eventually compiled to form the Group Risk Profile for
reporting to the RMSC and the Audit Committee.

Ongoing risk management education and training is provided at

Management and staff level by members of the RMSC.

Internal Control
The Board acknowledges that it is responsible for the establishment of
an effective internal control framework Group’s system of internal
controls which is to maintain a sound system of internal control to
safeguard shareholders’ investment and the Group’s assets.

The Group’s system of internal control involves key management of

each business unit to meet the Group’s particular needs, manage risks
to which it is exposed, the effective and efficient conduct of operations,
financial controls and compliance with laws and regulations as well as
with internal procedures and guidelines to provide reasonable but not
absolute assurance against misstatement or loss.

58
Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

59
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.

The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.

Practice 10.2
The board should disclose the features of its risk management and internal control framework,
and the adequacy and effectiveness of this framework.

Application : Applied

Explanation on : The Management periodically reviews the existing risks identified in the
application of the Risk Profile. A system is also in place to identify new risks which may
practice arise over time and circumstances. The results of and the
recommendations arising from these reviews are tabled to the Risk
Management and Sustainability Committee and the Risk Profile
updated. The updated Risk Profile will then be presented to the Board.

The features of the Company’s risk management and internal control

framework and the adequacy and effectiveness of this framework are
described in the Statement on Risk Management and Internal Control
found on pages 107 to 116 of the Annual Report 2025.

The Statement on Risk Management and Internal Control has been

reviewed by Ernst & Young PLT, the External Auditors.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

60
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.

The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.

Practice 10.3 - Step Up

The board establishes a Risk Management Committee, which comprises a majority of
independent directors, to oversee the company’s risk management framework and policies.

Application : Not Adopted

Explanation on :
adoption of the
practice

61
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.

Practice 11.1
The Audit Committee should ensure that the internal audit function is effective and able to
function independently.

Application : Applied

Explanation on : The Group’s internal audit function adopts a co-sourcing model

application of the whereby risk management, sustainability and specialised audits are
practice performed by its in-house Assurance and Governance Department
which acts independently from the activities and operations of the
Group and the out-sources service provider, Deloitte Business Advisory
Sdn. Bhd., a is a professional services firm performs risk-based internal
audit where the results were directly reported to the Audit Committee.
Collectively known as the ‘’Internal Auditors’’.

Out-sourced Internal Audit Function

The Group outsourced internal audit function from an independent
professional firm, namely Deloitte Business Advisory Sdn. Bhd., during
the financial year under review.

The Internal Auditors assisted both the Audit Committee and the Board
during the financial year under review by conducting independent
assessment of the adequacy and operating effectiveness of the Group’s
internal control system. To ensure its independence from Management,
the Internal Auditors reported directly to the Audit Committee through
the execution of internal audit work based on a risk-based internal audit
plan approved by the Audit Committee before commencement of work.
The internal audits conducted were guided by the International
Professional Practices Framework (“IPPF”) of the Institute of Internal
Auditors which comprise the definition of Internal Audit, the Core
Principles, the Code of Ethics and the International Standards for the
Professional Practice of Internal Auditing (“ISPPIA”).

The Internal Audit Plan, which articulated the methodology adopted by

the internal audit function took into consideration the Group’s Risk
Profile and input from Audit Committee, set out the areas of coverage
and rationale for its selection and was presented to the Audit
Committee for comments and subsequent approval before actual
internal audit work was carried out. At the Audit Committee meeting
where the Audit Plan was deliberated, members of the Audit
Committee inquired from the internal audit function the basis for their
selection of the in-scope areas. Feedback from the Managing Director
and Finance Director was also sought by the Audit Committee on the
relevance and appropriateness of the suggested audit areas for
62
consideration before the Audit Committee approved the Internal Audit
Plan for the Internal Auditors to commence work.

The internal audit deliverables, which comprised Internal Audit reports

on observations raised, recommendations suggested as well as
Management’s comments thereto, were issued and reported directly to
the Audit Committee. At the relevant Audit Committee meetings,
representatives from Deloitte Business Advisory Sdn. Bhd. tabled its
report and deliberated with the Audit Committee the salient issues
noted, recommendations by the Internal Auditors to address the issues
as well as Management’s comments on the issues highlighted. The
Managing Director, Finance Director and Group Financial Controller,
who were normally invited to the Audit Committee meeting, provided
clarification to the Audit Committee on the matters highlighted,
including action plans to address the concerns highlighted by the
internal audit function.

In-House Internal Audit Function

The Assurance & Governance Department (“AGD”) provides
independent and objective assurance and advisory services to add value
and improve the operations and internal controls of the Group. The
AGD is governed by its Internal Audit Charter, which has been approved
by the Audit Committee.

The main functions of the AGD are to:

• undertake regular and systematic reviews of the effectiveness
and adequacy of the systems of internal control. The review and
assessment process must be carried out impartially, proficiently
and with due professional care;
• ensure compliance to certification bodies requirements;
• assess and report on the Management’s progress and
effectiveness in addressing weaknesses in internal controls and
update on the extent to which recommendations have been
implemented within the required timeframe to ensure that all
potential weaknesses under review are mitigated or are within
acceptable levels;
• carrying out specialised auditing/reviews at the request of
Senior Management, Audit Committee or Executive Directors;
• investigate and report on suspected fraud or malpractices (if
any).

During the financial year 2025, 30 reports were presented to the Audit
Committee incorporating findings, Internal Auditors recommendations
and Management’s comments.

The Internal Auditors communicate regularly and report directly to the

Audit Committee on their activities based on the approved Annual
Internal Audit Plan to ensure their independent status within the

63
 Group. The Internal Auditors are also invited to attend all meetings of
the Audit Committee.

The internal audit function incurred a total cost of approximately

RM764,000 for the financial year 2025.

The Internal Audit function has assisted the Audit Committee in

discharging its duties and responsibilities with respect to adequacy and
integrity of internal control within the Group. The Internal Auditors
undertook the following works in accordance with the approved Audit
Plan:
i. Carrying out the internal auditing of the Group.
ii. Facilitating the improvement of business processes within the
Group.
iii. Establishing a follow up process in monitoring the
implementation of audit recommendation by Management.
iv. Monitoring the effectiveness of the Group’s risk management
systems by reviewing the implementation of the risk
assessment action plans by Management.
v. Conducting investigation audits or special assignment from
time to time as requested by Management.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

64
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.

Practice 11.2
The board should disclose–
▪ whether internal audit personnel are free from any relationships or conflicts of interest,
which could impair their objectivity and independence;
▪ the number of resources in the internal audit department;
▪ name and qualification of the person responsible for internal audit; and
▪ whether the internal audit function is carried out in accordance with a recognised
framework.

Application : Applied

Explanation on : Out-Sourced Internal Audit Function

application of the The outsourced internal audit function is headed by En. Muzafar Kamal
practice Mahmood, an Executive Director of Deloitte Business Advisory Sdn.
Bhd., holds a Bachelor of Commerce, University of New South Wales
Australia, FCPA (Australia), Chartered Accountant, Malaysian Institute
of Accountant and a Professional Member of The Institute of Internal
Auditors Malaysia (CMIIA).

The Audit Committee was briefed by representatives of Deloitte

Business Advisory Sdn. Bhd. that all their personnel deployed during the
financial year under review were free from any relationships or conflicts
of interest, which could impair their objectivity and independence
during the course of the work.

In House Internal Audit Function

The AGD consists of four (4) independent associates and is headed by
Mr. S Subhash Chandran K Sekaran Nair, General Manager, one (1)
Manager, one (1) Assistant Manager and one (1) Executive. The AGD
team consist of one (1) Masters of Business Administration holder and
a member of Institute of Internal Auditors Malaysia and two (2)
Accounting & Finance and one (1) Statistics Degree holders. Both
managers have more than ten (10) years working experiences in
auditing. Whilst the Executive is a fresh graduate.

The Head of AGD communicates with the Audit Committee on internal

audit’s resource requirement and staff’s proficiency to optimize audit’s
approved plan.

The internal audit activities must be independent and internal auditors

must be objective in performing their work to avoid any impairment.

65
 The internal audit functions performed was guided by the International
Standards for the Professional Practice of Internal Auditing outlining the
internal auditing process, Code of Ethics and Standards.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

66
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.

Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.

Practice 12.1
The board ensures there is effective, transparent and regular communication with its
stakeholders.

Application : Applied

Explanation on : The Company recognizes the importance of effective communication

application of the with its shareholders and investors.
practice
The Company’s Corporate Disclosure Policy provides a framework for
the Board, management and relevant staff to communicate effectively
with shareholders, investors, other stakeholders and the public
generally.

The policy encompasses the following objectives:

• to raise awareness and provide guidance to the Board and
employees of the Group on the Company’s disclosure obligations
and practices;
• to provide policies and guidelines in disseminating information to,
and in dealing with shareholders, financial analysts, media,
regulators, the investing community and other stakeholders;
• to ensure compliance with applicable legal and regulatory
requirements on disclosure of material information; and
• to build good relations with the investing community to foster trust
and confidence.

The Corporate Disclosure policy regulates the review and release of

information to the stock exchange as well as through the Company’s
website, facilitating timely and accurate disclosure of the Company’s
affairs.

Various channels are used by the Board to disseminate information on

major corporate developments and events. They include:
• Annual General Meetings;
• Various disclosures and announcements made to Bursa Securities;
• Press release and press statements;
• Circular to shareholders;
• Company website at www.kimloong.com.my.

67
 Further the investing community, comprising individuals, analysts,
fund managers and other stakeholders, dialogues with the Company’s
representatives on a regular basis.

This enables the investors to get a balanced understanding of the main

issues and concerns affecting the Company. Discussions at such
meetings and dialogues are restricted to matters that are in the public
domain.

Whilst the Company endeavours to provide as much information as

possible to its stakeholders, it is also conscious of the legal and
regulatory framework governing the release of material and price
sensitive information within which it must abide.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

68
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.

Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.

Practice 12.2
Large companies are encouraged to adopt integrated reporting based on a globally
recognised framework.

Application : Not applicable – Not a Large Company

Explanation on :
application of the
practice

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

69
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.

Practice 13.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days
prior to the meeting.

Application : Applied

Explanation on : Since 2016, it has been the practice of the Company to give more than
application of the 28 days’ notice to its shareholders before its Annual General Meeting
practice (‘AGM’) is held.

The Notice of AGM is posted and published in a nationally circulated

newspaper on the date on which it is despatched to shareholders. Such
Notice is also announced in advance through the Bursa LINK. The Notice
is issued together with the annual report in electronic form and the
notification letter on the availability of the annual report posted on the
Company’s website.

The additional notice period and notes provided in the Notice of AGM,
allows the shareholders ample time to consider the resolutions and
make informed decisions in exercising their voting rights at the AGM.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

70
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.

Practice 13.2
All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management
and other committees provide meaningful response to questions addressed to them.

Application : Applied

Explanation on : All seven (7) Directors attended the last AGM held on 3 July 2024 and
application of the the EGM held on 6 September 2024. Apart from Directors, several
practice members of Senior Management were also present to provide the
necessary support during the AGM proceedings.

At the AGM and the EGM, Directors are allocated responsibility to

respond to questions that may be raised by shareholders in accordance
with their Board or Board Committee roles.

During the AGM and the EGM, shareholders were invited to raise any
questions and seek clarifications on all proposals tabled and
shareholders had encouragingly raised questions on the agenda items
of the AGM and the EGM. Appropriate answers and/or clarifications
were provided by the Board members, Committee Chairmen or Senior
Management to allow the shareholders to make informed decisions
when casting their votes.

The Company’s external auditors were also invited to participate to

assist with any questions that shareholders may have had relating to
the audit processes.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

71
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.

Practice 13.3
Listed companies with a large number of shareholders or which have meetings in remote
locations should leverage technology to facilitate–
▪ including voting in absentia; and
▪ remote shareholders’ participation at General Meetings.

Application : Departure

Explanation on :
application of the
practice

Explanation for : The last AGM and the EGM of the Company were held in Johor Bahru,
departure Johor at a centrally accessible location. Adequate notice of meeting is
given to all shareholders and shareholders who are unable to make the
journey and attend the general meeting may submit the proxy forms to
the Company to enable their proxy to attend, participate, speak and to
vote on their behalf at the general meetings. Shareholders can also
submit any question or query prior to the general meetings.

The forthcoming 50th AGM will be held at Double Tree by Hilton, Johor
Bahru.

Shareholders are allowed to appoint any person(s) as their proxies to

attend, participate, speak and vote in his or her stead at a general
meeting.

The Company had conducted poll voting at the 49th AGM held on 3 July
2024 for all resolution as set out in the notice of the AGM. The poll
results of each resolution were announced at the Bursa Malaysia
Securities Berhad after the AGM via Bursa LINK on the same day.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

Intended Outcome
72
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.

Practice 13.4
The Chairman of the board should ensure that general meetings support meaningful
engagement between the board, senior management and shareholders. The engagement
should be interactive and include robust discussion on among others the company’s financial
and non-financial performance as well as the company’s long-term strategies. Shareholders
should also be provided with sufficient opportunity to pose questions during the general
meeting and all the questions should receive a meaningful response.

Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to.
Application : Applied

Explanation on : At the last AGM and the EGM, the Chairman introduced the members
application of the of the Board of Directors and Company Secretary as well as the Senior
practice Management, representative(s) from external auditors, share
registrar/poll administrator and scrutineers of the Company who were
present for the benefit of all shareholders.

The Chairman proceeded with the agenda of the meeting and then the
question and answers session with shareholders and provided
responses to the questions.
Each item of special business included in the notice of meeting is
accompanied by an explanation for the proposed resolution. At the
AGM, the Board presents the progress and performance of the Group
as contained in the Annual Report and shareholders are encouraged to
participate and are given every opportunity to raise questions or seek
more information during the meeting.

The Executive Chairman, Managing Director and Board members are

available to respond to all shareholders’ queries. The Managing
Director explains the Group’s strategy, performance and major
developments, including the responses to questions raised by the
shareholders in relation to the operational and financial performance
of the Group.

Shareholders who are unable to attend are allowed to appoint proxies

to attend and vote on their behalf. Shareholders can also leave written
questions for the Board to respond. The Share Registrar is available to
attend to matters relating to shareholders’ interests.

Shareholders are welcome to raise queries by contacting the Company

at any time throughout the year and need not wait for the AGM for such
an opportunity.

73
Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

74
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.

Practice 13.5
The board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid)
support meaningful engagement between the board, senior management and shareholders.
This includes having in place the required infrastructure and tools to support among others, a
smooth broadcast of the general meeting and interactive participation by shareholders.
Questions posed by shareholders should be made visible to all meeting participants during
the meeting itself.

Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to. Further, a listed issuer should also
provide brief reasons on the choice of the meeting platform.
Application : Not applicable – only physical general meetings were conducted in the
financial year
Explanation on :
application of the
practice

Explanation for : The Company’s last AGM and the EGM were held in Johor Bahru, Johor,
departure which is also the principal place of business for the Company. In view of
the number of shareholders and the size of the Company, the
participation of shareholders of the Company at the general meeting is
currently by way of attending in person or by proxy.

The shareholders are allowed to appoint any person(s) as their proxies

to attend, participate, speak and vote in his stead at a general meeting.
If necessary, the Group would embark on electronic voting and remote
shareholder participation, if our shareholders requested for such
services.

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

75
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.

Practice 13.6
Minutes of the general meeting should be circulated to shareholders no later than 30 business
days after the general meeting.

Note: The publication of Key Matters Discussed is not a substitute for the circulation of minutes of
general meeting.
Application : Applied

Explanation on : The minutes of meeting of the General Meetings are posted on the
application of the Company’s corporate website no later than 30 business days after the
practice meeting.

A copy of the AGM and EGM minutes can be found on the company’s
website at www.kimloong.com.my.

Explanation for :
departure

Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :

Timeframe :

76
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT
CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA

Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)

of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.

Click or tap here to enter text.

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