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Fima Corporation Berhad

(21185-P)

sustainability & governance

54

2.6 Management Committees

Management committees comprising of senior management/heads of operating units have been established to oversee

the areas of business operations assigned to them under their respective mandates.

• Heads of Divisions (“HOD”)

The HOD, under the chairmanship of the Managing Director, deliberates on the performance and conduct of the

Group’s operating units including the status of internal audit findings, implementation of Group’s policies and

examining all strategic matters affecting the Group.

A regular monthly meeting is held by the HOD to deliberate on operational, financial and key management issues and

all minutes of meetings were tabled to the Board for noting.

• Corporate Disclosure Committee

The Company’s Corporate Disclosure Committee is responsible for ensuring the Group’s compliance with its

continuous disclosure obligations and for overseeing the Company’s disclosure practices under the Company’s

Corporate Disclosure Policy, which is available on the Group’s website. The Committee comprises various members

of senior management.

2.7 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 and Remuneration 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 Company’s Constitution 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.

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.

There were no new appointments to the Board during the year.

2.8 Board Performance Evaluation

The Company conducts an annual evaluation of the effectiveness of its Board and Board Committees. 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.

During the year, Boardroom Corporate Services (KL) Sdn Bhd was appointed to carry out the board evaluation via interviews

and questionnaires which comprised of a Board and Board Committee Evaluation, Directors’ Self and Peer Evaluation as

well as Directors’ Skills Set Matrix.

statement on corporate governance