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FIMA CORPORATION BERHAD
(21185-P) |
Annual Report
2016
While the Board retains full responsibility for guiding and monitoring the Company in discharging
its responsibilities, it delegates the performance of certain of its functions to the Board Committees,
which provide the Board with recommendations and advice. These Board Committees operate within
clearly defined terms of reference and have the authority to examine particular issues and report their
proceedings and deliberations to the Board. The Board is committed to ensure that the Management,
being vested with delegated authorities and powers by the Board, serves and acts in the best interests
of the shareholders.
The roles and responsibilities of the Board are formalized in a Board Charter which is available in the
Investor Relations section of the Company’s website at
www.fimacorp.com.
1.3 Code of Conduct
The Board is guided by company laws and the Code of Ethics for Company Directors issued by the
Companies Commission of Malaysia in discharging its responsibilities.
The Code of Ethics provides guidance for proper standards of conduct and sound and prudent business
practices as well as standard of ethical behaviour for Directors, based on principles of integrity,
responsibility, sincerity and corporate social responsibility.
A Whistle Blowing Policy is also in place, which seeks to foster an environment of integrity and ethical
behavior. It provides the appropriate communication and feedback channels for the exposure of any
violations or improper conduct or wrongdoing within the Company.
The Board Charter and Whistle Blowing Policy are available in the Company’s website at
www.fimacorp.
com.
1.4 Sustainability of Business
The Board believes business sustainability and corporate responsibility are integral to generate and
sustain short and long term value for its stakeholders. The Board is cognizant of the importance of
business sustainability and, in conducting the Group’s business, the impact on the environment, social
and governance is taken into consideration.
The sustainability practices and corporate responsibility programmes of the Group are disclosed in the
Sustainability Report in this Annual Report.
1.5 Access to Information and Advice
Prior to the date of each Board meeting, all Directors are provided with a full set of board papers
for each agenda item which include the comprehensive reviews and analysis of major operational,
financial, technical, legal and regulatory issues, reports of meetings of all committees of the Board
including matters requiring the full Board’s deliberation and approval, performance reports of the
Group’s business developments and updates and on other matters of discussion and/or approval.
The board papers are issued in sufficient time to enable the Directors to appreciate the issues to be
deliberated and where necessary, be briefed before the meeting.
The Board also receives monthly summary report on the performance of the Group with key financial
highlights to ensure that the Directors are updated on the performance of the various business units.
The Directors have independent access to the advice and services of the Company Secretaries, who are
responsible for ensuring that the Board meeting procedures are followed and the applicable rules and
regulations are complied with. The Board is, from time to time, updated on the relevant amendments
to the Bursa Malaysia’ Main Market Listing Requirements (“MMLR”) as well as changes in the law,
governance and other regulatory requirements.
STATEMENT OF
CORPORATE GOVERNANCE
(contd.)