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(11817-V) |

Annual Report


● Heads of Divisions (“HOD”)

The HOD, under the chairmanship of the Group MD, deliberates on the performance

and conduct of the Group’s operating units including the status of internal audit findings,

implementation of Group policies and examining all strategic matters affecting the Group.

The HOD met 11 times during the financial year and all minutes of meetings were tabled to

the Board for noting.

● Disclosure Committee

The Company’s Disclosure Committee is responsible for ensuring the Group’s compliance

with its continuous disclosure obligations and for overseeing the Company’s disclosure

practices under the Company’s Corporate Disclosure Policy. The Disclosure Committee

comprises various members of senior management.

● Ad-hoc Committees and Teams

At divisional and operating levels, there are project committees and teams put in place and

which are set up by the respective management. In the discharge of their specific roles and

responsibilities, these committees and teams complywith the best practices in good governance,

subject always to the counsel of the Board and compliance with any policy and delegated

authority limits set by the Board. Progress reports on the respective projects are submitted to

the Boards of the subsidiary and KFima, as may be necessary in the circumstances.

1.9 Re-appointment and Re-election of Directors

The Articles of Association of the Company provides that all Directors are subject to retirement and re-

election by shareholders at their first opportunity after their appointment, and are subject to re-election

at least once every three (3) years.

Directors who are over 70 years of age are required to submit themselves for retirement annually at the

AGM and are eligible to be re-appointed by a resolution passed at such an AGM in accordance with

Section 129(6) of the Companies Act, 1965 (“the Act”).

The profiles of the Directors who are due for re-election and re-appointment in accordance with Section

114 of the Company’s Articles of Association and Section 129(6) of the Act, respectively, are set out in

the Profile of Directors section of this Annual Report.



All Non-Executive Directors are paid Directors’ fees as approved by the shareholders at the AGM based on

the recommendation of the Board. The determination of the level of fees for the Non-Executive Directors is a

matter decided by the Board as a whole to ensure that it is sufficient to attract and retain the services of the

Non-Executive Directors which are vital to the Company. Meeting attendance allowances are paid to Non-

Executive Directors in accordance with the number of meetings attended during the financial year. Individual

Directors will abstain from participating in the discussion and decision of their own remuneration. For the

Group MD, the Remuneration Committee reviews the remuneration package annually and recommends to

the Board on specific adjustments and/or reward package that reflect his respective contributions throughout

the year as well as corporate performance and achievement of key performance indicators, taking into

consideration the market and industry practice. Details of the remuneration of the Directors of the Company

for the financial year ended 31 March 2016 are as follows: