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Kumpulan Fima Berhad
(11817-V)
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The Secretary to the Committee shall be the Company Secretaries. The Committee met twice during the financial
year. The Options Committee was dissolved during the financial year following the expiry of the Group’s Employees
Share Scheme on 17 November 2016.
1.9.5 Nomination and Remuneration Committee
The Nomination and Remuneration Committee (“NRC”) was recently formed on 1 April 2017 and the members of the
Committee as at the date of this Annual Report are:
•
Dato’ Rosman bin Abdullah
(Chairman, Independent Non-Executive Director)
•
Azizan bin Mohd Noor
(Member, Senior Independent Non-Executive Director)
•
Rozilawati binti Haji Basir
(Member, Non-Independent Non-Executive Director)
The NRC’s primary responsibility is to structure and review and to make recommendations to the Board on all
matters pertaining to remuneration, recruitment and performance evaluation of the Group MD, subsidiary company
directors and senior management.
The NRC’s Terms of Reference is available in the Company’s website.
1.9.6 Management Committees
Various management committees comprising of senior management/heads of operating units have been
established to oversee the areas of business operations assigned to them under their respective mandates. The
committees are:
•
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 comply with 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 Board of the subsidiary and KFima, as may be necessary in the
circumstances.
statement on
corporate governance