KUMPULAN FIMA BERHAD ANNUAL REPORT 2020

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Corporate Governance
Overview Statement
• approve major capital expenditure, acquisitions,
disposals of significant events and investment
proposals.
• oversee and monitor overall system of internal
control and risk management.
• oversee related party transactions.
• review and approve any matters in excess of any
discretions which the Board may have delegated
from time to time to the Group MD or senior
management.
In FYE2020, the Board reviewed, deliberated and
approved (where specifically required), amongst others
the following:
Financial Reporting/ Performance
• the quarterly financial results and audited
financial statements.
• the financial performance of the business
operations against approved strategies, plans
and budgets.
• major capital expenditure/acquisitions.
• the amount, nature and timing of the final
dividend to be paid.
• bank mandate updates and other treasury
related matters.
• the Group’s solvency and financial position.
Strategy and Planning
• budget and business plan for FY2021 and key
performance targets.
• the progress in implementing strategic activities
arising from the March 2019 Board Retreat.
• updates on business and operational activities.
Governance and Reporting
• the new policy on anti-bribery and corruption.
• the updated Whistle-Blowing Policy, Board
Charter and Terms of Reference of the Audit
and Risk Committee.
• adoption of a formal dividend policy for the
Company.
• results of the Board, Board Committees and
individual Directors’ effectiveness evaluation.
• the findings and observations made in the CG
Monitor 2019 in relation to the adoption by the
Company of practices recommended under the
MCCG.
• the progress of the Group’s sustainability and
corporate responsibility initiatives.
• the draft statements to be incorporated in the
2019 Annual Report.
People
• the performance, reward, composition and
succession of Board.
• the Nomination and Remuneration
Committee’s recommendation on the annual
performance reward for the Group MD and
senior management.
• new appointments to the Boards of Group
subsidiaries.
• appointment of Datuk Anuar bin Ahmad to the
Audit and Risk Committee.
Board Committees
The Board has established Audit and Risk Committee and Nomination and Remuneration Committee to assist the Board
in exercising its responsibilities and discharging its duties. The ultimate responsibility however, resides in the Board and
it does not abdicate its responsibilities to these committees. Each Committee has a separate Terms of Reference that
sets out the roles and responsibilities of that Committee, as well as the membership and any other requirements for
the running of the Committee. The Terms of Reference of the Committees are available on the Company’s website at
All Committees are chaired by and comprise a majority of Independent Non-Executive Directors. Each Committee
keeps the Board informed of its activities through the provision of the minutes of each meeting, and the Chair of each
Committee formally advises the Board of any matters or recommendations requiring the Board’s attention.
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
89