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The Board takes cognisance of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”), and is

committed, where possible, having regard to the size and ownership of the Company, to achieving and sustaining

high standards of corporate governance and compliance with the MCCG 2012 best practice recommendations.

This statement describes how best the Company and its subsidiaries have applied the principles and adopted the

best practices as laid down in the MCCG 2012 throughout the financial year.

GOVERNANCE FRAMEWORK

The governance framework provides an overview of the corporate governance processes and responsibilities

within the Group.

1.

BOARD OF DIRECTORS

1.1 Roles and Responsibilities

The Board is generally entrusted with the overall governance of the Company, the responsibility

to exercise reasonable and proper care of the Company’s resources for the best interests of its

shareholders as well as to safeguard the Company’s assets. It meets regularly to set the Group’s

overall strategic direction, to review the financial and operational performance and to provide oversight

to ensure that the Group is effectively controlled and resourced. The Board has adopted a schedule of

matters specifically reserved for its approval, which include among others:

annual financial statements and quarterly financial results;

the Company’s strategic and operating plans;

annual budget;

new appointments to the Board;

dividend recommendation;

larger capital expenditure, restructuring, acquisitions and disposals of significant assets and

investment proposals;

related party transactions; and

the overall system of internal control and risk management.

In summary, the Board’s activities during the financial year comprised the following:

reviewed and approved the Group’s budget for the financial year 2016/17 and business strategies/

plans for financial years 2017/18 to 2020/21.

STAKEHOLDERS

BOARD OF DIRECTORS OF KUMPULAN FIMA BERHAD

NOMINATION

COMMITTEE

GROUP

MANAGING

DIRECTOR

REMUNERATION

COMMITTEE

OPTIONS

COMMITTEE

HEAD OF

DIVISIONS

RISK

MANAGEMENT

COMMITTEE

AUDIT

COMMITTEE

page

54

KUMPULAN FIMA BERHAD

(11817-V) |

Annual Report

2016