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Corporate Governance

Overview Statement

Accountability and reporting

Delegation and oversight

Delegation and oversight

Accountability and reporting

Accountability and reporting

The Board delegates powers to the Group

Managing Director for all matters except those

reserved for the Board or its Board Committees

The Company Secretaries role is to support the

Board and its Committees

Board Of Directors

company secretaries

Sets the direction and

translates Group’s

strategy into clear

expectations, standards

of performance and

behaviour for their

division

Senior

Management

Risk Steering Committee

Group Sustainability Committee

Disclosure Committee

Ad-Hoc Committees & Teams

Heads Of Divisions

Group Managing Director

Independent

Assurance

- Internal Auditor

- External Auditors

- Legal & professional

advisor

Audit & Risk

Committee

Nomination &

Remuneration

Committee

Other

Committees

Kumpulan Fima Berhad (“the Company” or “KFima”) remains committed to embrace good corporate governance

practices and devotes considerable effort to identify and formalize best practices. The Board believes that sound and

effective corporate practices are fundamental to the smooth, effective and transparent operation of a company and its

ability to attract investment, protect the rights of shareholders and stakeholders and enhance shareholder value.

This Corporate Governance Overview Statement (“Statement”) illustrates the extent of which the Board has embodied the

spirit and principles of the Malaysian Code on Corporate Governance (“MCCG”) with regards to the recommendations

stated under each principle for the year under review and should be read in conjunction with the Corporate Governance

Report which accessible online at

www.fima.com.my

.

CORPORATE GOVERNANCE FRAMEWORK

The diagram below illustrates the Company’s current corporate governance framework. It shows the relationship between

the Board, its Committees, the Group Managing Director (“Group MD”), senior management and various independent

assurance functions.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

I.

BOARD RESPONSIBILITIES

Role and Responsibilities of the Board

The Board is responsible for the overall strategy, governance and performance of the Company. The general powers

of the Board and the Directors are conferred in the Company’s Constitution. The Board Charter sets out the role and

responsibilities of the Board, describes those matters expressly reserved for the Board, and those matters delegated to

management. Among the specific matters reserved for the Board are:

• review and approve annual financial statements and quarterly financial results.

• contribute to management’s development of the Company’s strategy and plans, and ultimately approving operating

budgets and monitoring performance.

• approve director’s appointment to the Board and Board Committees.

Annual Report 2020

kumpulan Fima Berhad

(197201000167)(11817-V)

88