Notes To The Financial Statements - Announcements - Bursa Malaysia

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Corporate Governance Statement (cont’d)
2) Board Charter
The Board has adopted a formal Charter which is available in the Company’s corporate website. The Board Charter was set up to assist the
Board to provide strategic guidance to the Company and effective oversight of its Management, for the benefits of the shareholders and other
stakeholders. The Board is guided by the Charter which provides reference for Directors in relation to the Board’s role, powers, duties and functions.
It adopts principles of good governance and is designed to maximise the Company’s compliance with best practice requirements. The Board will
review the Charter as and when necessary to ensure it remains consistent with the Board’s objectives and responsibilities, and all the relevant
standards of corporate governance.
3) Board Composition and Balance
The Board’s composition was recently changed with the appointment of Dato’ Abdul Rahman bin Ahmad as a Non-Independent Non-Executive
Director on 26 February 2013, following the resignation of Tuan Syed Yasir Arafat bin Syed Abd Kadir, a Non-Independent Non-Executive Director
of the Company. In addition to this, Dato’ Seri Talaat bin Husain (previously the Independent Non-Executive Director) was re-designated to the role
of Non-Independent Non-Executive Director of the Company. Subsequently, on 12 March 2013, Datuk Che Azizuddin bin Che Ismail resigned as
an Executive Director and Chief Executive Officer of the Company.
As at the date of this Statement, the Board of KLB currently consists of seven (7) members of whom one (1) of the Board members is an Executive
Director, three (3) are Non-Independent Non-Executive Directors and three (3) are Independent Non-Executive Directors. The Board composition
complies with the Main Market Listing Requirements (“the Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) that
requires at least two (2) or one-third (¼) of the Board, whichever is the higher are independent directors. The Board has maintained its mix of
Directors from diverse professional background with a wide range of experience and expertise in the field of business, logistics, information
technology, economics, finance and accounting. In view of the size of the Group and its business complexity, the Board is of the opinion that its
current composition and size remains optimum and conducive for effective deliberations at Board meetings.
The Executive Director, Chief Operating Officer and Chief Financial Officer are responsible for the day-to-day management of operational and
financial matters of the Group, implementation of the Group’s policies and the Board’s decisions, development and implementation of the
business and corporate strategies. They are assisted by the Executive Committee, Senior Management and the respective Heads of the operating
divisions.
There is a clear segregation of roles and responsibilities between the Chairman and the Executive Director cum Chief Executive Officer. Their
respective roles and responsibilities are clearly defined in the Board Charter. The role of the Chairman is held by an Independent Non-Executive
Director of the Company, to ensure a balance of power and authority and a strong independent element on the Board. The Chairman is also the
Senior Independent Non-Executive Director of the Company to whom concerns may be conveyed.