FIMA CORPORATION ANNUAL REPORT 2016

page

FIMA CORPORATION BERHAD

(21185-P) |

Annual Report

2016

The Directors, whether as a group or individually, are entitled to take independent professional advice

at the expense of the Company in furtherance of their duties and in the event that circumstances

warrant the same.

The Directors have full and unrestricted access to Management and, in addition to the presentations

made by Management to Board and/or Board Committee meetings, to any information relating to the

Group’s business and affairs in the discharge of their duties. The Directors may request to be furnished

with additional information or clarification, particularly in respect of any technical issues tabled to the

Board. This helps to foster an open and regular exchange of knowledge and experience.

1.6 Company Secretaries

To ensure the effective functioning of the Board, all Directors have full access to the advice and services

of the Company Secretaries. The appointment and removal of the Company Secretaries is a matter

reserved for the Board as a whole.

The Company Secretaries have oversight on overall corporate secretarial functions of the Group, both

in Malaysia and the region where the Group operates. The Company Secretaries also serve and advise

the Board on matters relating to compliance with relevant laws, rules and regulations, governance best

practices and Directors’ duties and responsibilities.

These include obligations on Directors relating to disclosure of interest and disclosures of any conflicts

of interest in transactions with the Group, prohibition on dealing in securities and restrictions on

disclosures of price-sensitive information in line with the recommendation of the MCCG 2012.

The Company Secretaries also facilitate timely communication of decisions made and policies set

by the Board at Board meetings to the Management for action, lodgments with the stock exchange

and other regulators, management of dividend payment, and oversight of the relationship with the

Company’s share registrar.

The Company Secretaries of the Company are qualified to act as company secretary under Section

139A of the Companies Act 1965. One is licensed by the Companies Commission of Malaysia while

the other is an Associate member of the Malaysian Institute of Accountants.

1.7 Board Charter

In discharging its duties and roles effectively, the Board is guided by its Board Charter, which sets

out the principles and guidelines that are to be applied by the Board and the Board Committees. The

Board Charter was developed based on the principles and recommendations as set out in the MCCG

2012. The Board Charter shall be reviewed and updated from time to time to reflect relevant changes to

policies, procedures and processes as well as amendments to the rules and regulations. It also outlines

the Board’s rights to establish committees to assist in the discharge of its duties and its meetings’

requirements.

The Board Charter is accessible to the public for reference on the Company’s website at

com.

STATEMENT OF

CORPORATE GOVERNANCE

(contd.)