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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


(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.


(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


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:


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


(b) Have provided effective check and balance in

the proceedings of the Board and the Board


(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;


(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