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Role of the Chairman and the Group Managing
Director
The roles of the Chairman and the Group MD are not
exercised by the same individual. The Chairman, Dato’
Idris bin Kechot leads the Board and is responsible for
the efficient organization and effective functioning of
the Board, ensuring that Directors have the opportunity
to contribute to Board deliberations. He communicates
with the Group MD on issues affecting the Group and
performance trends. The Group MD, Dato’ Roslan bin
Hamir is responsible for the day-to-day management
of the Company and its businesses. There is a clear
division of responsibilities between the Chairman
and the Group MD, with no one individual unfettered
powers of decision.
Chairman
(INED)
Key Responsibilities of Chairman and Group MD
Group MD
• Provides
leadership to
the Board.
• Monitor Board
effectiveness.
• Fosters
constructive
relationships
among
Directors.
• Act as
Company
representative.
• Develops
strategies for
the Board’s
approval.
• Executes
strategies
agreed by the
Board.
• Leads day-
to-day
management
of the Group.
• Monitoring
operational
and financial
performance.
• Promote
integrity and
probity.
• Ensure effective
stakeholder
communication.
The roles and responsibilities of the Chairman and the
Group MD are set out in the Board Charter, which can
be viewed on the ‘Investors’ page of the Company’s
website.
Access to information, independent advice and
indemnification
The Board is supplied with the information it needs
to discharge its duties. The Company Secretaries
are responsible for ensuring good information flows
within the Board and Committees and between senior
management and the Board. The Directors also have the
opportunity to visit the Group’s operational facilities to
facilitate a better understanding of the Group’s business
operations. Directors may, at any time, request for
further explanation, briefings or informal discussions on
any aspect of the Group’s operations or business issues
from management. Directors, after consultation with
the Chairman, may also seek independent advice in
furtherance of their duties at the Company’s expense.
Under the Company’s Constitution and to the extent
permitted by law, the Company indemnifies Directors
and its officers against liabilities to third parties in their
capacity as officers of the Company and against certain
legal costs incurred in defending an action for such a
liability.
Company Secretaries
The Company Secretaries play an advisory role to
the Board in relation to the Company’s Constitution,
proceedings of meetings, policies and procedures and
compliance with the relevant statutory and regulatory
requirements, guidelines as well as the principles and
recommendations of best practices set out in the MCCG.
The Company had two (2) Company Secretaries during
the financial year. The Company Secretaries report
directly to the Board, through the Chairman, on all
matters to do with the proper functioning of the Board.
This includes advising the Board and its Committees on
governance matters, coordinating Board business and
providing a point of reference for dealings between
the Board and management. The Company Secretaries
will inform the Directors of upcoming conferences
and seminars relevant to their roles as Directors of the
Company. Each Director has the ability to communicate
with the Company Secretaries. Decisions to appoint or
remove the Company Secretaries are made or approved
by the Board.
The Company Secretaries’ profiles are available under the
Senior Management profile section of this Annual Report.
Corporate Governance
Overview Statement
Annual Report 2020
kumpulan Fima Berhad
(197201000167)(11817-V)
95