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FIMA CORPORATION BERHAD
(21185-P) |
Annual Report
2016
The Board is committed to establishing and maintaining high standards of corporate governance throughout the
Group as a fundamental part of discharging its responsibilities to protect and enhance the shareholders’ value
and financial performance of the Group. Such commitment is based on the belief that a strong culture of good
corporate governance practices is fundamental towards enhancing long term shareholders’ value, increasing
investors’ confidence and protecting stakeholders’ interests.
This statement illustrates the extent of which the Board has embodied the spirit and principles of the Malaysian
Code on Corporate Governance 2012 (“MCCG 2012”) with regards to the recommendations stated under each
principle for the year under review.
1.
ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
1.1 Functions of the Board and Management
The Board is responsible for the oversight and stewardship of the Group. There is a clear division of
functions between the Board and the Management. The Board oversees the Group’s strategic direction
and corporate governance. The Managing Director, assisted by the senior management, is responsible
for leading and managing the Group’s businesses within the authorities delegated by the Board and the
implementation of Board’s strategy and policy. The Managing Director, by virtue of his position as a
Board member, also functions as the intermediary between the Board and senior management.
In order to effectively discharge its duties, the Board has established a governance framework which
provides an overview of the corporate governance processes and responsibilities within the Group.
1.2 Roles and Responsibilities of the Board
The Board is generally entrusted with the overall governance of the Company, the responsibility to
exercise reasonable and proper care of the Company’s resources for the best interests of its shareholders
as well as to safeguard the Company’s assets. It meets regularly to set the Group’s overall strategic
direction, to review the financial and operational performance and to provide oversight to ensure that
the Group is effectively controlled and resourced.
The Board has adopted a schedule of matters specifically reserved for its approval, which include
amongst others:
•
annual financial statements and quarterly results;
•
the Company’s strategic and operating plans;
•
annual budget;
•
new appointments to the Board;
•
dividend recommendation;
STATEMENT OF
CORPORATE GOVERNANCE
Stakeholders
Board of Directors
Board Committees
Audit
Nomination
Remuneration
External
Auditors
Internal
Auditors
Risk Management
Committee
Managing Director
Head of Divisions
CORPORATE GOVERNANCE
cont’d