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Board Charter
The Board Charter is a statement of the practices and
processes the Board has adopted in the discharge
of its responsibilities, including 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 Board Charter also
defines the relationship and interaction between
the Board and management. In May 2020, the Board
undertook a review of the Board Charter and approved
recommended changes with particular exercise on the
duties and responsibilities of the Board in establishing
appropriate policies and procedures to manage bribery
and corruption risks. A formal Policy Statement on Anti-
Bribery has also been developed and appended to the
Board Charter. A copy of the Board Charter is available
in the ‘Investors’ section of the Company’s website.
Policies
The Board has implemented policies and practices
that are considered appropriate for the Group given its
current size and complexity. The Board will continue to
review and amend its policies as appropriate to reflect
changes in the Group’s overall growth, operational
status, legislation and accepted good practices. The
following section set out the policies that the Company
has had in place to promote ethical and responsible
business practices in the organization. Each of these
policies are available on the Company’s website.
Corporate Governance
Overview Statement
The Company has adopted an Anti-Bribery Policy which
sets out the Company’s zero tolerance against all forms
of bribery and corruption. Directors, employees and
others acting for and on behalf of the Company are strictly
prohibited from directly or indirectly soliciting, accepting or
offering bribes in relation to the Company’s business and
operations. The policy is in line with the new section 17A
of the Malaysian Anti-Corruption Commission Act 2009
and the Guidelines on Adequate Procedures issued by the
Prime Minister’s Department as well as other international
best practices.
Anti-Bribery Policy
The Whistle-Blowing Policy has been in place since 2011.
The policy provides a safe environment where information
regarding misconduct including unethically, dishonest,
illegal, bribery, corrupt, fraudulent or unsafe actions or
practices within the Group may be disclosed confidentially
and without fear of reprisal or detrimental treatment for
the person making the disclosure. The policy has been
updated to meet the requirements of the Bursa Listing
Requirements in relation to anti-corruption as well as the
Guidelines on Adequate Procedures issued by the Prime
Minister’s Department and the Malaysian Anti-Corruption
Commission Act 2009.
All whistle-blowing reports are addressed to the Group MD
or Chairman of the Audit and Risk Committee. The Audit
and Risk Committee has oversight of incidents reported
under the Whistle-Blowing Policy.
Whistle-Blowing Policy
The Company has a number of other policies which
define the Company’s commitment to good corporate
governance and responsible business practices. Among
them are Corporate Disclosure Policy, Environmental
Policy, Good Social Practices Policy, Occupational Safety
and Health Policy, Quality Policy, Sexual Harassment Policy,
Malaysian Sustainable Palm Oil Policy and Dividend Policy.
Other Policies
II.
COMPOSITION OF THE BOARD
The Board has responsibility for ensuring that it has
the necessary skills, experience and independence to
meet its objectives and regulatory requirements. As at
the date of this Statement, the Board comprises seven
(7) Directors, including four (4) Independent Non-
Executive Directors and two (2) female Directors. The
Board is satisfied that the current composition of the
Board takes into account the size of the Group, the
optimal mix of knowledge, skills, experience, gender
diversity, independence, the requirement in numbers
for its Committees and regulatory requirements. In
addition, the composition of the Board also meets the
requirement for independent directors provided for in
the Bursa Listing Requirements.
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
96