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FIMA CORPORATION BERHAD
(21185-P) |
Annual Report
2016
b) The number of Directors in the Company whose total remuneration falls within the following bands
of RM50,000 is tabulated as follows:
Number of Directors (Company)
Executive Non-Executive Total
RM50,001 – RM100,000
-
3
3
RM150,001 – RM200,000
-
1
1
RM1,250,001 – RM1,300,000
1
-
1
3.
REINFORCE INDEPENDENCE
3.1 Composition and Board Balance
At the date of this statement, the Board consists of five (5) members, comprising four (4) Non-Executive
Directors (three of whom are independent) and one (1) Managing Director. The Board is satisfied
that the composition of the Board, given the Company’s size and type of operations, is balanced with
appropriate mix of experience, skills, knowledge, attributes and core competencies to enable the Board
to effectively discharge its responsibilities and perform its functions.
There is a distinct and clear division of responsibility between the Chairman and the Managing Director
to ensure a strict balance of power and authority. The Chairman is responsible for the governance
and leadership of the Board, ensuring its effectiveness and orderly conduct. The Managing Director,
assisted by senior management, is overall responsible for the day-to-day management of the Group’s
operations and businesses as well as the implementation of Board policies and decisions.
Encik Rezal Zain bin Abdul Rashid is the Company’s Senior Independent Director, to whom any concerns
pertaining to the Company may be conveyed. He is also responsible to receive reports from employees
or third parties for the purpose of whistleblowing in accordance with the Group’s Whistleblowing Policy.
The Non-Executive Directors support the skills and experiences of the Managing Director, contributing
to the formulation of policy and decision-making through their knowledge and experience of other
business and sectors. They provide unbiased and independent views and the presence of these
Independent Directors fulfil a pivotal role of corporate accountability.
3.2 Independence of Directors
The Board acknowledges MCCG 2012’s recommendation that the tenure of an independent director
should not exceed a cumulative termof 9 years. However, the Board does not consider that independence
can be assessed with reference to a set period of time. Rather, regard must be given on their capacity
to act in accordance with their fiduciary duties and whether there are any relationships or interests
which could materially interfere with the exercise of their independent judgement and ability to act in the
best interests of the Company.
Each of the three (3) Independent Non-Executive Directors i.e. Encik Rezal Zain bin Abdul Rashid,
Dato’ Adnan bin Shamsuddin and Datuk Alias bin Ali (“Independent Non-Executive Directors”) who
have served on the Board for a cumulative term of more than 9 years has completed a self-assessment
checklist on independence and provided written declaration to the Nomination Committee and the
Board confirming that they continue to fulfil the criteria of independence as set out in the MMLR.
STATEMENT OF
CORPORATE GOVERNANCE
(contd.)