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sustainability & governance
Annual Report 2017
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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 235(2) of the Companies
Act, 2016. One is licensed by the Companies Commission of Malaysia while the other is an Associate member of the
Malaysian Institute of Accountants.
The Company Secretaries constantly keep themselves abreast of the evolving regulatory changes and developments in
corporate governance through attendance at relevant training programmes. The Board is satisfied with the performance
and support rendered by the Company Secretaries to the Board in discharging its functions.
1.7 Board Charter
In discharging its duties and roles effectively, the Board is guided by its Board Charter, which sets out the mandate,
responsibilities and procedures of the Board in accordance with the principles of good corporate governance stated in
the principles, guidelines and requirements issued by regulatory authorities. The Board Charter is 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
www.fimacorp.com.
2.
STRENGTHEN COMPOSITION
The Board has delegated certain responsibilities to the Board Committees namely the Audit Committee, Risk Management
Committee, Nomination and Remuneration Committee which operate within defined terms of reference approved by the
Board. The Board Committees are authorized to examine specific issues and where necessary, issues deliberated by the Board
Committees are presented to the Board with the appropriate recommendations. The responsibility of making decisions on all
matters ultimately lies with the Board as a whole.
The authority and the functions of these Board Committees are clearly defined in their respective Terms of Reference, which are
available on the Company’s website at
www.fimacorp.com.
statement on corporate governance