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In determining the estimated amount of remuneration
payable for the NEDs, various factors, including the
number of scheduled meetings for the Board, Board
Committees and Board of subsidiaries as well as the
number of NEDs involved in these meetings were
considered.
(IV) Resolution 7
The Board had at its meeting held on 24 July 2020
approved the recommendation by the Audit and Risk
Committee on the re-appointment of Messrs. Ernst &
Young PLT as Auditors of the Company.
(V) EXPLANATORY NOTES ON SPECIAL BUSINESS
(a) Resolution 8
The proposed Ordinary Resolution 8, if passed,
will empower the Company and/or its subsidiaries
(“the Group”) to enter into recurrent related
party transactions of a revenue or trading nature
which are necessary for the Group’s day-to-day
operations, subject to the transactions being
carried out in the ordinary course of business on
terms not more favourable to the related parties
than those generally available to the public and are
not detrimental to the minority shareholders of the
Company.
Further information on the Proposed Renewal of
Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenueor TradingNature is set out
in Part A of the Circular/Statement to Shareholders
dated 28 August 2020 which is circulated together
with the Company’s Annual Report 2020 and is
also available under the ‘Investors’ section of the
Company’s website.
(b) Resolution 9
The proposed Ordinary Resolution 9, if passed, will
renew the authority granted by the shareholders at
the last AGM. The renewed authority will allow the
Company to purchase its own shares of up to 10%
of its prevailing ordinary issued and paid-up share
capital at any time. The renewed authority, unless
revoked or varied by ordinary resolution passed
by the shareholders of the Company in a general
meeting, will expire at the conclusion of the next
AGM of the Company or the expiration of the
period within which the next AGM is required by
law to be held, whichever occurs first.
Further information on the Proposed Renewal of
Shares Buy-Back Authority is set out in the Part B
of Circular/Statement to Shareholders dated 28
August 2020 which is circulated together with the
Company’s Annual Report 2020 and is also available
on ‘Investors’ section of the Company’s website.
(c) Resolutions 10 and 11
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
Encik Azizan bin Mohd Noor
2 April 2003
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
2020, 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.
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
6