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Kumpulan Fima Berhad (11817-V) •
Annual Report 2018
COrporate governance overview statement
Main Activities of the NRC During the Financial Year
• Reviewed the current size and composition of the Board and Board Committees.
• Assessed and evaluated the effectiveness of the Board as a whole, Board Committees and individual Director (self and
peer evaluation).
• Assessed the independence of the Company’s Independent Directors.
• Re-election and re-appointment of Directors retiring by rotation pursuant to the provisions of the Company’s Constitution.
• Reviewed the tenure of the Independent Directors who have been with the Company for more than nine (9) years,
whereupon the Committee has put forward their recommendation to the Board to seek shareholders’ approval to retain the
independent status of the Company’s Independent Directors.
• Reviewed the attendance records/time commitment and training of each Director.
• Reviewed the composition of the Boards of the Company and its Group subsidiaries.
• Reviewed the proposed restructuring of the Group Finance and Treasury functions.
The details of the Audit Committee activities during the financial year are disclosed in the Audit Committee Report of this
Annual Report.
The Board is also supported by various committees which have been established to assist in the discharge of the Board’s
oversight functions. The committees are:-
• RMC is sub-committee of the Audit Committee.
• Assisting the Audit Committee in fulfiling its responsibilities
relating to the Group’s risk management and internal
control framework.
• Comprises of directors from the Board of KFima and
Fima Corporation Berhad (“FimaCorp”) (the Group’s listed
subsidiary) and FimaCorp’s Chief Operating Officer.
• 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 committee comprises various members of senior
management.
• Project committees and teams are set up at the divisional and operating levels by the respective management.
• The 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.
• The committee oversees how the Group’s sustainability
programs support business goals and aspirations, and to
monitor the progress thereof.
• Consists of representatives from the Boards of KFima and
FimaCorp and members of senior management.
• The Terms of Reference can be found on the Company’s
website.
• 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 comprises of Group MD as Chairman and all
heads of divisions and support function.
Risk management committee (“RMC”)
Disclosure committee
Ad-hoc committees and teams
Sustainability committee
Head of Divisions (“HOD”)