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Corporate Governance
Overview Statement
The profile of each Board member, including each Director’s qualifications, experience and the term of office held by
each Director, is set out in the Our Board of Directors section of this Annual Report and is also available on the Company’s
website.
Independent
Non-Executive
Director
57%
Non-Independent
Non-Executive Director
29%
Non-
Independent
Executive
Director
14%
Male
71%
Female
29%
Appointment Process for Nomination and Selection
of New Directors
In its search and selection process, the Nomination
and Remuneration Committee reviews the composition
of the Board including the mix of expertise, skills,
experience, diversity and attributes of existing
Directors, so as to identify need and/or desired
competencies to supplement the existing Board.
In doing so, where necessary or appropriate, the
Nomination and Remuneration Committee and Board
may tap on its networking contacts and/or engage
external professional agencies to assist with identifying
and shortlisting candidates. The Nomination and
Remuneration Committee then meets the shortlisted
potential candidates before recommending the most
suitable candidate to the Board for appointment as
Director. The new Directors will be provided with a
Director’s Kit containing the Company’s Constitution,
Board Charter and Board Committees’ Terms of
Reference, Group policies and other key information.
Independence of Directors
Name
Date of Appointment
Azizan bin Mohd Noor
2 April 2003
Dato’ Rosman bin Abdullah
5 May 2004
Dato’ Idris bin Kechot
3 May 2019
Datuk Anuar bin Ahmad
3 May 2019
The Independent Directors are appointed to offer
a wide range of skills and experience which enable
them to advise, support and constructively challenge
management, toprovide independent judgement on the
Board’s discussions and to help with the development
of the Company’s strategy. A Director is considered
independent if he/she is independent of management
and free of any business or other relationship that could,
or reasonably be perceived to, materially interfere with
his/her capacity to bring independent judgement on
issues before the Board, and his/her ability to act in the
best interests of the Company.
The independence of Independent Non-Executive
Directors are assessed prior to appointment and
reviewed annually by the Nomination and Remuneration
Committee as part of its annual evaluation of Board
effectiveness. The findings of the annual review of
Director’s independence by the Nomination and
Remuneration Committee are considered by the Board.
As part of the review, each Independent Director is
requested to confirm that they continue to fulfil the
criteria of independence in line with the Bursa Listing
Requirements.
The Board Charter provides that the tenure of an
Independent Director shall not exceed a cumulative
termof 9 years. However, upon completion of the 9 years,
the Independent Director may continue to serve on the
Board, if the Board intends to retain an Independent
Director subject to the annual shareholders’ approval.
Encik Azizan bin Mohd Noor and Dato’ Rosman bin
Board Composition
Board Diversity
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
97