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FIMA CORPORATION BERHAD
(21185-P) |
Annual Report
2016
In the circumstances, the Nomination Committee and the Board have assessed, reviewed and concurred
that the Independent Non-Executive Directors remain independent in character and judgment and that
they are each free from any business or other relationships which could materially impair the exercise
of their independent judgement. The Board believes that there are notable benefits to be acquired
from long serving Directors who possess insightful knowledge of the Company’s businesses and
proceedings.
The Board will table a proposal to retain the Independent Non-Executive Directors as Independent
Directors for shareholders’ approval at the forthcoming AGM of the Company. Justifications on the
continuation of the three (3) Independent Non-Executive Directors as independent directors are
provided in the notice of meeting.
Generally and in any event, Directors must keep the Board advised, on an ongoing basis, of any interest
that could potentially conflict with those of the Company. Where a material conflict exists, the Director
concerned declares his or her interest in those dealings to the Board and takes no part in decisions or
discussions relating to them.
4.
FOSTER COMMITMENT
4.1 Time Commitment
The Board complied with the requirements of the MMLR where none of the members of the Board
holds more than five (5) directorships in listed companies. The Directors are required to disclose and
update his or her directorships in other companies or significant commitments outside the Company as
and when necessary to ensure that such appointments would not unduly affect their time commitments
and responsibilities to the Board. All the Non-Executive Directors have provided a confirmation to the
Nomination Committee and the Board that they will continue to devote sufficient time and attention to
the affairs of the Company in fulfilling their duties as Non-Executive Directors of the Company.
Board meetings are scheduled in advance before the beginning of the new calendar year in order to
facilitate the Board attendance at the Board meetings. Additional meetings are convened whenever
necessary to consider urgent proposals or matters that require the Board’s expeditious review and
decision. Decisions can also be taken by way of Directors’ Circular Resolutions between the scheduled
meetings, where appropriate.
Whenever necessary, senior management are also invited to join in Board and Board Committee
meetings to provide explanation or engage in dialogue with Board members on agenda items being
discussed in order for the Board and/or Board Committees to make an informed decision. All issues
raised, deliberations and decisions including dissenting views made at Board meetings along with
clear actions to be taken by responsible parties are recorded in the minutes. Decisions made, policies
approved and follow-up actions at Board meetings will be communicated to Management after the
Board meetings.
During the financial under review, six (6) meetings were held and all Directors complied with the
requirement of at least 50% attendance as prescribed in the MMLR. The details of attendance of each
Director at the Board and Board Committees meetings held during the financial year under review are
reflected as follows:
STATEMENT OF
CORPORATE GOVERNANCE
(contd.)