KUMPULAN FIMA ANNUAL REPORT 2018

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Kumpulan Fima Berhad (11817-V) •

Annual Report 2018

COrporate governance

overview statement

Kumpulan Fima Berhad

(“the Company” or “KFima”) continues to be committed to embrace good corporate governance

practices, 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 Malaysian Code on Corporate Governance (“MCCG”) best practice

recommendations.

This statement illustrates the extent of which the Board has embodied the spirit and principles of the MCCG with regards to the

recommendations stated under each principle for the year under review and should be read in conjunction with the Corporate

Governance Report which is accessible online at

www.fima.com.my

Principle A: Board Leadership and Effectiveness

BOARD RESPONSIBILITIES

Board Duties and Responsibilities

The Board is accountable to shareholders for the strategic direction of the Company in order to enhance shareholder value. The

chart outlined below provides an overview of the Company’s corporate governance framework:-

The Board’s responsibilities, as set out in the Board Charter, include:-

• oversight of the Company including its control and accountability systems;

• appointing, rewarding and determining the duration of the appointment of the Group MD, appointments of

senior executives including the Chief Financial Officer and Company Secretaries;

• reviewing and approving overall financial goals for the Company;

• guiding the development of the Group’s strategy and monitoring its implementation;

• monitoring business performance and ensuring that appropriate resources are available;

• approving the Company’s financial statements and annual budget, and monitoring financial performance

against the approved budget;

• reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct

and legal compliance (including sustainability matters);

• considering and making decisions about key management recommendations (such as major capital

expenditure, acquisitions, divestments, restructuring and funding);

• determining dividend policy and the amount, nature and timing of dividends to be paid; and

• monitoring Board composition, processes and performance.

Company

Secretaries

The Company

Secretaries role is to

support the Board and

its Committees

Board of directors

Group

Senior

management

Group

support

functions

Committees review matters on behalf of the Board and, as determined by the relevant Terms of Reference:-

• refer matters to the Board for decision, with a recommendation from the Committees; or

• determine matters (where the Committee acts with delegated authority), which the Committees then report

to the Board.

Board committees

Other committees

Audit committee

Nomination & Remuneration committee

Risk management committee

Disclosure committee

Sustainability committee

Ad-hoc committees & Teams

Delegation &

Oversight

Delegation & Oversight

Delegation

& Oversight

Recommendation

& Reporting

Accountability

& Reporting

Accountability & Reporting