Investor Relations Corporate Governance Board of Directors

Board of Directors

DIRECTORS

Board Charter

The Board of Directors of KSK has formally adopted the Board Charter, which provides guidance to the Board in the fulfillment of its roles, duties and responsibilities which are in line with the principles of good corporate governance. The Board Charter clearly outlines the best practices and the applicable rules and regulations, which include amongst others, the right balance and compositions of the Board, appointment of new Directors, roles of the Board, Chairman and Group CEO. The Board Charter will be periodically reviewed and updated in accordance with the needs of the Company and any new regulation that may have an impact on the discharge of the Board's responsibilities. The Board Charter is made available for reference in the Company's website

Directors' Code of Conduct and Ethics

The Board of Directors is committed to conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. The Directors' Code of Conduct and Ethics provide guidance to the directors regarding ethical and behavioural considerations and/or actions as they address their duties and obligation during their appointment. The Directors' Code of Conduct and Ethics is made available for reference in the Company's website www.kskgroup.com.

Duties and Responsibilities of the Board

The Board is responsible for organizing and directing the affairs of the Company in a manner that provide entrepreneurial leadership of the Company within a framework of prudent and effective controls. Matters reserved for the Board include reviewing and approving the Group's strategic plan and monitoring the achievement of the Company's performance and objectives in implementing them. The duties and responsibilities of the Board are spelt out in the Board Charter which is available for reference in the Company's website www.kskgroup.com.

Gender Diversity in the Boardroom ?Policy and Target

The Board is committed to workplace diversity, with a particular focus on supporting the representation of women at the senior level of the Company and on the Company's board.?

Board Balance & Independence

The Board currently has seven (7) members comprising an Executive Chairman, Deputy Executive Chairman, Chief Executive Officer, three (3) Independent Non- Executive Directors and one (1) Non-Independent ?

Nomination process of Board members

The Board nomination process is drawn up in order to facilitate and provide a clear process for the Nominating Committee to identify, evaluate, select and recommend to the Board the candidate to be appointed as a director of the ?

Appointment of Directors

The appointment of new directors is under the purview of the Nominating Committee comprised exclusively of non-executive directors, majority of whom are independent which is responsible for identifying and proposing new candidates for the Board and for assessing directors on an on-going basis. Any new appointment to the Board must be upon recommendation by the Nominating Committee after assessment is done with the consideration of mix skills, experiences and other qualities that the new candidate should bring to the Board.

Re-election of Directors

In accordance with the Company's Articles of Association, one-third (1/3) or the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting. A retiring Director is eligible for re-appointment. Article 100 of the Company's Articles of Association provides that any new or additional Director appointed by the Board during the year shall hold office until the next Annual General Meeting and shall then be eligible for re-election. The election of each Director is voted on separately.

Board Meetings & Supply of Information to the Board

During the financial year under review from 1 January 2012 to 31 December 2012, the Board met on nine (9) occasions. The Board's meeting main focus of deliberation is on financial performance and corporate ?

DIRECTORS' REMUNERATION POLICIES AND PROCEDURES

Remuneration of Executive Directors and Group CEO

Remuneration Committee carries out the annual review of the overall remuneration policy for Directors and the Group CEO whereupon recommendations are made to the Board of Directors for approval, covering remuneration and benefits for the Chairman of the Board, the Executive Directors and Group CEO of the Company. The remuneration policy for the Executive Directors and Group CEO shall be sufficiently attractive to attract and retain directors and CEO of high caliber, experience and skill. The remuneration should commensurate with their responsibilities and contribution for effective management of the Company and Group.

Other benefits

Executive directors and CEO shall also be entitled to the benefits provided to employees of the Company. In order to provide competitive remuneration package to the Executive Directors and CEO, other additional benefits may be provided to them at the discretion of the Company. Such additional benefits shall be reviewed by the Remuneration Committee for recommendation to the Board for its approval.

Remuneration for Non-Executive Directors

The remuneration of non-executive directors is determined by the Board which comprises the following: ?

DIRECTORS' TRAINING & EDUCATION

All new appointees to the Board are required to attend the Mandatory Accreditation Programme required by Bursa Malaysia and thereafter to continually upgrade their knowledge and exposure through training programmes and courses conducted by external parties. During the financial year ended 31 December 2012, the Directors in office had attended the following conferences, seminars and training: