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(c) Resolutions 12 and 13
The following Directors were appointed as
Independent Non-Executive Directors of the
Company and have reached the cumulative
nine (9) years term limit as recommended by
Malaysian Code on Corporate Governance:-
Directors
Appointed on
(i) Encik Azizan bin Mohd
Noor
2 April 2003
(ii) Dato’ Rosman bin
Abdullah
5 May 2004
The
Nomination
and
Remuneration
Committee and the Board, through the annual
assessment carried out for the financial year
ended 31 March 2019, concluded that the
above Directors remain independent and
recommended them to continue to act as
Independent Non-Executive Directors based
on the following justifications:-
(a) Have fulfilled the criteria as an
Independent Director as defined in
the Bursa Listing Requirements, and
therefore is able to bring independent
and objective judgement to the Board;
(b) Have provided effective check and
balance in the proceedings of the Board
and the Board Committees;
(c) Have provided objectivity in decision
making
through
unbiased
and
independent views as well as advice
and judgement, to the Board;
(d) Have contributed sufficient time and
effort and attended all Board and
Committees Meetings for an informed
and balanced decision making; and
(e) Have exercised due care during their
tenure as Independent Non-Executive
Director of the Company and carried
out professional duties in the interest of
the Company and shareholders.
Notes:-
1.
A member of the Company entitled to attend and
vote at the meeting is entitled to appoint a proxy
to attend and vote in his stead. A proxy may not
be a member of the Company and a member may
appoint up to two (2) proxies by specifying the
proportion of his shareholding to be represented
by each proxy.
2.
Where a member of the Company is an exempt
authorized nominee which holds ordinary shares
in the Company for multiple beneficial owners in
one (1) securities account (“omnibus account”),
there is no limit to the number of proxies which
the exempt authorized nominee may appoint in
respect of each omnibus account it holds.
3.
The instrument appointing a proxy must be
completed and deposited at the registered office
of the Company not less than twenty-four (24)
hours before the time of holding the meeting or
any adjournment thereof.
4.
Only members registered in the General Meeting
Record of Depositors as at 23 August 2019 shall
be eligible to attend the 47
th
AGM or appoint
proxy(ies) to attend and/or vote on their behalf.
5.
The voting at the 47
th
AGM will be conducted on
a poll. The Company will appoint independent
scrutineers to verify the results of the poll.
Kumpulan Fima Berhad
(11817-V)
Annual Report 2019
08