77 / 220
7 3
Kumpulan Fima Berhad (11817-V) •
Annual Report 2018
COrporate governance overview statement
Director
Training Attended
Date Held
ENCIK AZIZAN BIN
MOHD NOOR
• Share Buy-Back– Impact of New Companies Act 2016 & TOM Code 2016 by
Malaysian Institute of Accountant.
26/4/2017
• MIA-SC Workshop on Malaysian Code on Corporate Governance by
Securities Commission.
17/11/2017
• CG Breakfast Series Entitled: “Leading Change @ The Brain” by The Iclif
Leadership and Governance Centre.
5/12/2017
• Corporate Governance, Directors’ Duties and Regulatory Updates Seminar
2018 II by Aram Global Sdn Bhd.
21/3/2018
PUAN ROZANA ZETI
BINTI BASIR
• The Role of Boards in Fraud Risk Management by Institute of Enterprise Risk
Practitioners.
22/8/2017
• MICG half-day seminar ‘is diversity required in the boardroom?’ by Malaysian
Institute of Corporate Governance.
5/10/2017
• Directors & Officers Liabilities/Prospectus Offerings Securities Insurance - A
Competitive Risk Transfer Mechanism by Malaysian Institute of Corporate
Governance.
22/1/2018
• Corporate Governance Briefing Sessions: MCCG Reporting & CG Guide by
Bursa Malaysia Berhad.
2/3/2018
CIK ROZILAWATI
BINTI HAJI BASIR
• CG Breakfast Series with Directors: Integrating an Innovation Mindset with
Effective Governance by Bursa Malaysia Berhad.
7/11/2017
Role of the Chairman and the Group Managing Director
To ensure balance of authority, increased accountability and a greater capacity for independent decision-making, the Board
Charter has clearly defined that the roles of the Chairman and the Group MD are separate. The Board Charter also sets out
the roles and responsibilities of the Chairman and the Group MD.
Access to Information, Independent Advice and Indemnification
After consultation with the Chairman, Directors may seek independent advice in furtherance of their duties at the Company’s
expense. Directors also have access to members of senior management at any time to request relevant information.
Under the Company’s Constitution and to the extent permitted by law, the Company indemnifies Directors and its officers
against liabilities to third parties in their capacity as officers of the Company and against certain legal costs incurred in
defending an action for such a liability.
Company Secretaries
The Company had two (2) Company Secretaries during the financial year. The Company Secretaries report directly to the
Board, through the Chairman, on all matters to do with the proper functioning of the Board. This includes advising the Board
and its Committees on governance matters, coordinating Board business and providing a point of reference for dealings
between the Board and management. Each director has the ability to communicate with the Company Secretaries. Decisions
to appoint or remove the Company Secretaries are made or approved by the Board.
The Company Secretaries’ profiles are disclosed in the Profile of Key Senior Management section of this Annual Report.
Board Charter
The Board Charter is a statement of the practices and processes the Board has adopted to discharge its responsibilities,
including the matters reserved for the Board and the delegation of authority to the Board Committees. It also sets out the
roles and responsibilities of the Board Committees, individual Directors, Chairman, Group MD as well as Senior Independent
Director. The Charter also defines relationship and interaction between the Board and management.
The Charter is available in the ‘Investors’ section of the Company’s website.