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FIMA CORPORATION BERHAD
(21185-P) |
Annual Report
2016
2.5 Appointment, Re-election and Assessment of Directors
Selection of candidates to be considered for appointment as Directors is facilitated through
recommendations from members of the Board and/or shareholders. The Nomination Committee will
assess the suitability of the proposed candidates in terms of qualifications, experience, expertise,
conflict of interest and time commitment before recommending the appointment to the Board.
The Articles of Association of the Company provide that all Directors are subject to retirement and re-
election by shareholders at their first opportunity after their appointment, and are subject to re-election
at least once every three (3) years.
Directors who are over 70 years of age are required to submit themselves for retirement annually at the
Annual General Meeting (“AGM”) and are eligible to be re-appointed by a resolution passed at the AGM
in accordance with Section 129(6) of the Companies Act, 1965.
The profiles of the Directors who are due to re-election in accordance with Section 113 of the Company’s
Articles of Association are set out in the Profile of Directors section of this Annual Report.
2.6 Board Performance Evaluation
The Company conducts an annual evaluation of the effectiveness of its Board and Board Committees.
The purpose of the evaluation is to measure the effectiveness of the performance of the Board and
Board Committees as well as to address the areas for improvements as part of discharging his/her role
as Director of the Company.
During the year, an evaluation to assess the performance of the Board as a whole and its committees
was conducted by way of a detailed questionnaire completed by each of the Directors and committee
members. A comments section is also available for feedback and suggestions. The results of these
evaluations are then discussed and reviewed by the Nomination Committee and together with any
recommendations, are presented to the Board. The evaluation process was conducted in-house by the
Company Secretaries.
The evaluation was designed to be forward looking, assessing inter alia, the quality of the Board’s
structure, performance management, conformance and stakeholder’s relationship. The results of the
evaluation have determined that overall, the Board continues to be functioning effectively with proper
commitment to their respective roles, including of time. The Board Committees were also judged to
be functioning efficiently and effectively. In addition, the evaluation had identified the strengths of the
Board and its Committees and highlighted areas for the Board to work on in order to prepare for future
challenges.
2.7 Boardroom Diversity
The Board acknowledges the importance of boardroom diversity in its membership which includes
gender, ethnicity and age. The Nomination Committee had been considering the appointment of an
additional female independent non-executive director, taking into account the combination of skill,
experience and strength in the qualities necessary to strengthen the composition of the Board.
STATEMENT OF
CORPORATE GOVERNANCE
(contd.)