KUMPULAN FIMA BERHAD ANNUAL REPORT 2020

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Corporate Governance
Overview Statement
Chairman
Azizan bin Mohd Noor
Senior Independent Non-Executive Director
Members
Dato’ Rosman bin Abdullah
Independent Non-Executive Director
Datuk Anuar bin Ahmad
Independent Non-Executive Director
Rozana Zeti binti Basir (Resigned on 24 July 2020)
Non-Independent Non-Executive Director
Key objectives
The Audit and Risk Committee plays a key role in assisting
the Board with oversight of the external and internal audit
functions, the Group’s system of internal controls, business
risk management processes, related party transactions, related
compliance activities and effective governance over the
appropriateness of the Group’s financial reporting including the
adequacy of disclosures. The role of the Committee has also
been enhanced to include review and oversight functions of
the Group’s anti-bribery and whistle-blowing in line with section
17A of the Malaysian Anti-Corruption Commission Act 2009 as
well as the Group’s sustainability reporting.
The Committee’s Terms of Reference is available on the
Company’s website at
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In FYE2020, the Committee conducted 5 meetings with all
members present. The Committee’s activities during the
financial year are outlined in the Audit and Risk Committee
Report of this Annual Report.
Chairman
Dato’ Rosman bin Abdullah
Independent Non-Executive Director
Members
Azizan bin Mohd Noor
Senior Independent Non-Executive Director
Rozilawati binti Haji Basir
Non-Independent Non-Executive Director
Datuk Anuar bin Ahmad (Appointed on 24 June 2020)
Independent Non-Executive Director
Key objectives
Assisting the Board in ensuring that the Board comprises
individuals with the necessary skills, knowledge and experience
for the effective discharge of its responsibilities; and in matters
relating to the remunerationof theBoardand seniormanagement.
The Committee’s Terms of Reference is available on the Company’s
website at
The key activities of the Nomination and Remuneration
Committee in FYE2020 included:
• reviewing the composition of the Board and its Committees.
• reviewing the performance evalution of the Board, its
Committees and individual Directors and making appropriate
recommendations to the Board.
• reviewing the independence of the Independent Non-
Executive Directors.
• reviewing the tenure on the Independent Non-Executive
Directors’ time in office.
• nominating Board candidates for election by shareholders at
the Company’s Annual General Meeting.
• reviewing the time commitment of Directors for performance
of their responsibilities.
• reviewing the training of the Directors.
• reviewing the fees and allowances payable to the Non-
Executive Directors.
• reviewing the performance of the Group MD and senior
management and recommended to the Board the appropriate
annual increments and performance rewards.
• monitoring and considering the level of remuneration for
Group employees.
The Nomination and Remuneration Committee met once during
the FYE2020 and all Committee members attended the meeting.
AUDIT AND RISK
COMMITTEE
NOMINATION AND
REMUNERATION
COMMITTEE
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
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