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Abdullah have each been Independent Non-Executive
Directors for a cumulative term of more than 9 years.
The Board reviewed the independence of Encik Azizan
bin Mohd Noor and Dato’ Rosman bin Abdullah and
concluded that they remain independent in line with
the criteria defined in the Bursa Listing Requirements
and are free from any relationship or circumstances
that could affect, or appear to affect, their independent
judgement. Having regard to all such considerations,
the Board is further satisfied that the lengths of their
tenure have no impact on their respective levels of
independenceor the effectiveness of their contributions.
In this respect, the Company will be seeking
shareholders’ approval at the forthcoming 48
th
Virtual
AGM for the retention of Encik Azizan bin Mohd Noor
and Dato’ Rosman bin Abdullah as Independent Non-
Executive Directors of the Company until the conclusion
of the next AGM of the Company.
The Board will continue to review the independence
of the Company’s Independent Directors from time
to time to ensure that they have the necessary
competencies, skills and knowledge, and continue 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.
In addition, each Director must immediately disclose
to the Board if a Director is, or becomes aware of, any
information, facts or circumstances that will or may
affect that Director’s independence.
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 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
The Nomination and Remuneration Committee
reviews the Directors who are due to retire in
accordance with the Company’s Constitution and make
relevant recommendation on their re-election or re-
appointment. All Directors are subject to re-election
at regular intervals of at least once every 3 years.
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 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 48
th
AGM in this Annual Report.
Performance Evaluation
The Board undertakes annual evaluation of the Board’s
work, its Committees and individual Directors, with
the aim of further developing and enhancing Board
procedures and efficiency and identifying future focus
areas of the Board. The Board has engaged the services
of an external consultant, BDO Governance Advisory
Sdn Bhd to assist with the FYE2020 evaluation of the
Board, Board Committees and individual Director’s
performance. The exercise was undertaken through
the questionnaires and one-to-one interviews with
all individual Directors. The findings from these
questionnaires and interview will form the basis of
evaluation reports for the Board and its Committees.
Corporate Governance
Overview Statement
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
98