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to exercise independent and objective judgement,
play their part effectively on the Board in the
best interest of the Company and satisfy the
independence criteria.
Further, the Board Charter stipulates that if
the Board intends to retain an Independent
Non-Executive Director beyond nine (9) years,
shareholders’ approval has to be sought.
Independence Assessment
Before and on appointment
• NRC will evaluate the suitability of the
candidates, including an assessment of their
independence.
• Upon his/her acceptance of the Letter of
Appointment, he/she is required to disclose
to the Company all relevant information of
entities of which he/she has material interest
direct/indirect, is an executive director or is a
director.
• Upon appointment, a director is also required
to confirm with Bursa his/her independence
having regard to the criteria of independence as
prescribed in the Bursa Listing Requirements.
Ongoing process
• Independent non-executive director is
required to inform the Company as soon as
practicable if there is any change in his/her
own personal particulars that may affect his/
her independence.
• All directors have a continuing duty to update
the Company on any changes to their other
appointments which will be reviewed by the
Board.
Annual assessment
• Each independent non-executive director is
required to confirm with the Company his
independence having regard to the criteria of
independence as set out in the Bursa Listing
Requirements.
• NRC assesses and reviews the independence of
independent non-executive directors annually.
Re-election and Re-appointment of Directors
Pursuant to the Company’s Constitution, Dato’ Idris
bin Kechot and Datuk Anuar bin Ahmad, who were
appointed as an addition to the existing Board
shall hold office as Independent Non-Executive
Directors only until the Company’s forthcoming
AGM to be held on 28 August 2019 and shall then
be eligible for re-election at the said AGM. The
term of office of Non-Executive Directors is not
more than three (3) years.
The Constitution of the Company further provides
for rotation of Directors whereby one third (1/3) 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. Further the re-appointment of
Encik Azizan bin Mohd Noor and Dato’ Rosman bin
Abdullah, the Company’s Independent Directors,
who have served the Board for more than nine (9)
years, will be subject to separate resolutions to be
approved by the shareholders.
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
An annual effectiveness review is conducted to
evaluate the performance of the Board, Board
Committees and individual Directors. The review is
an important opportunity to be able to recognize
individual and collective strengths and weaknesses,
which prompt required changes and are also taken
into account during the Board succession process.
Independent,
externally
facilitated
review
Internal
performance
review
Internal
performance
review
2019
2018
2017
Kumpulan Fima Berhad
(11817-V)
Annual Report 2019
76