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Kumpulan Fima Berhad (11817-V) •
Annual Report 2018
COrporate governance overview statement
Re-election and Re-appointment of Directors
A candidate who is appointed as Director of the Company must seek re-election by shareholders at the next Annual General Meeting
(“AGM”). The Constitution of the Company further provides for rotation of Directors whereby one third or more of the Directors are to
retire at every AGM of the Company and that all Directors must retire at least once in three (3) years and shall be eligible for re-election.
Directors who are due for re-election and re-appointment at the forthcoming AGM are as set out in the Notice of the AGM in this
Annual Report.
Performance Evaluation
A review of the performance of the Board, Board Committees and individual Directors occurs each year. For FYE2018, the exercise
was conducted internally by the Company Secretaries in April 2018. A full review of the outcome was tabled to the NRC in May
2018 and the outcomes and recommended actions were thereafter tabled to the Board. The results of the assessment indicated
that overall, the performance of the Board, Board Committees and individual Directors during the review period continues to be
functioning efficiently and effectively.
III. REMUNERATION
The Board believes that the existing remuneration structure is appropriate for the requirements of the Company, taking into
account factors such as effort and time spent as well as responsibilities of the Directors.
The Board has established guidelines for the NRC and the Board in determining the level of remuneration for Executive Director and Non-
Executive Directors. The guidelines have been defined in the Terms of Reference of the NRC which is available on the Company’s website.
The aggregate amount of remuneration paid to the Directors for FYE2018 is set out below:-
Executive
Director
Non-Executive Directors
Dato’
Roslan bin
Hamir
Azizan bin
Mohd
Noor
Rozana
Zeti binti
Basir
Dato’
Rosman
bin Abdullah
Rozilawati
binti Haji
Basir
Tan Sri Dato’ Ir.
Muhammad Radzi
bin Haji Mansor
(Demised on
21 July 2017)
RM
Company
Fees
-
75,000
67,500
67,500
60,000
50,178
Meeting allowance
-
30,000
24,000
30,000
20,000
4,000
Salaries
472,056
-
-
-
-
-
Bonus
322,622
-
-
-
-
-
Benefits in kind
-
25,656
-
39,392
-
-
Others
151,851
-
-
-
-
-
TOTAL
946,529
130,656
91,500
136,892
80,000
54,178
Subsidiaries
Fees
-
18,000
-
-
-
21,377
Meeting allowance
-
4,000
-
-
-
1,000
Salaries
703,266
-
-
-
-
-
Bonus
632,409
-
-
-
-
-
Benefits in kind
62,700
-
-
-
-
-
Others
196,829
-
-
-
-
-
TOTAL
1,595,204
22,000
-
-
-
22,377
The Directors’ fees were last increased in FYE2014. Shareholders’ approval will be sought accordingly at the forthcoming AGM.