KUMPULAN FIMA ANNUAL REPORT 2016

page

KUMPULAN FIMA BERHAD

(11817-V) |

Annual Report

2016

The composition of the Board is in compliance with Paragraph 15.02 of the Bursa Malaysia’s Main

Market Listing Requirements (“MMLR”) as more than one third of its members are independent directors.

A balanced composition of independent directors enables an effective and objective check and balance

on the Board’s deliberation and decision making. The composition of the Board is further enhanced in

terms of gender diversity. This is evident where two (2) out of six (6) Directors are women.

The Board is satisfied with the current diversity and is of the view that the size and composition of the

Board, given the Company’s size and type of operation, is balanced with appropriate mix of knowledge,

skills, attributes and core competencies to enable the Board to effectively discharge its responsibilities

and perform its functions.

The role of the Chairman and Group Managing Director (“Group MD”) are separated with clear

distinction of responsibility between them to ensure that there is a balance of power and authority. The

Chairman is responsible for the leadership and governance of the Board, ensuring its effectiveness,

orderly conduct and working of the Board whilst the Group MD, assisted by the senior management,

is overall responsible for the day-to-day management of the Group’s operations and business as

well as implementation of Board policies and decisions. The Group MD, by virtue of his position as a

Board member, also functions as the intermediary between the Board and senior management. The

responsibilities and authorities between the Chairman and the Group MD are also clearly outlined in the

Company’s Board Charter.

Encik Azizan bin Mohd Noor is the Company’s Senior Independent Non-Executive Director, to whom

any concerns pertaining to the Company may be conveyed. He is also responsible to receive reports

from employees or third parties for the purpose of whistleblowing in accordance with the Group’s

Whistleblowing Policy and Procedures.

The profile of each Director is presented in the Profile of Directors on pages 13 to 15 of the Annual

Report.

1.3 Independence of Directors

Currently, three (3) Board members are Independent Directors who are able to exercise independent

judgement on issues of strategy, performance and resources of the Group. They provide unbiased and

independent views and the presence of these Independent Directors fulfil a pivotal role of corporate

accountability.

For the financial year under review, all the Independent Non-Executive Directors have provided written

declaration to the Nomination Committee and the Board confirming that they continue to fulfil the

criteria of independence as set out in the MMLR. The Board, on the recommendation of the Nomination

Committee, is satisfied with the level of independence of each of the Company’s Independent Non-

Executive Directors and their ability to act in the best interests of the Company.

As at the date of this statement, Encik Azizan bin Mohd Noor (“Encik Azizan”) and Dato’ Rosman

bin Abdullah (“Dato’ Rosman”), who are the Independent Non-Executive Directors of the Company,

have served on the Board for 13 years and 12 years, respectively and they were approved by the

shareholders of the Company during the 43

Annual General Meeting held on 22 September 2015 to

continue serving as Independent Non-Executive Directors of the Company.

The Company has not established term limits for the Independent Non-Executive Directors who have

served the Company for more than 9 years as the Board believes that term limits does not in any

way interfere with their exercise of independent judgement and ability to act in the best interests of

the Company. The Nomination Committee and the Board have assessed, reviewed and concurred