FIMA CORPORATION ANNUAL REPORT 2017

Fima Corporation Berhad

(21185-P)

sustainability & governance

2.1 Audit Committee

The Board is assisted by the Audit Committee whose members and activities for the year under review are presented in the

Report of the Audit Committee in this Annual Report. The activities carried out by the Audit Committee during the financial

year are set out in the Audit Committee Report of this Annual Report and the terms of reference of the Audit Committee

are available on the Company’s website at

2.2 Nomination Committee

The Nomination Committee which was established on 28 August 2001 and consists entirely of non-executive directors, all

of whom are independent directors.

The Nomination Committee has been entrusted with the following duties and/or responsibilities:

• Review contribution of individual Directors and effectiveness of the Board as a whole with its mix of skills and

experience and other qualities, including core competencies which each Director shall bring to the Board;

• Make recommendations to the Board on candidates for directorship on the Board of the Company and its Group

subsidiaries;

• Recommend suitable orientation, educational and training programmes to continuously train and equip both existing

and new Directors;

• Examine the size of the Board to determine its effectiveness; and

• Carry out annual assessments on the independence of the Independent Directors.

The following activities were carried out by the Nomination Committee during the financial year ended 31 March 2017:

• Reviewed the current size and composition of the Board and Board Committees;

• Assessed and evaluated the effectiveness of the Board as a whole and each Board Committee;

• Assess the independence of the Independent Non-Executive Directors of the Company;

• Reviewed the tenure of the Independent Directors who have been with the Company for more than nine (9) years,

whereupon the Committee has put forward its recommendation to the Board to seek shareholder’s approval to retain

the independent status of the Company’s Independent Directors; and

• Reviewed the attendance records, time commitment and training of each Director during the year under review.

The Nomination Committee was dissolved with effect from 24 May 2017 following the establishment of the Nomination

and Remuneration Committee.

2.3 Remuneration Committee

The Remuneration Committee was formed on 28 August 2001 and the Remuneration Committee’s primary responsibility

is to structure and review and to make recommendations to the Board the remuneration packages and benefits extended

to the Managing Director.

statement on corporate governance