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F i m a C o r p o r at i o n B e r h a d ( 2 1 1 8 5 - P ) •
A n n u a l R e p o r t 2 0 1 8
CORPORATE GOVERNANCE OVERVIEW STATEMENT
Board Committees
The Board is supported in its functions by, and has delegated authority to, the following committees which have been
established to assist in the discharge of the Board’s oversight function, based on clearly defined Terms of Reference, which
can be found in the ‘Investors’ section on the Company’s website:-
AUDIT COMMITTEE
NOMINATION AND
REMUNERATION
COMMITTEE (“NRC”)
• Rezal Zain bin Abdul
Rashid
(Chairman)
• Dato’ Adnan bin
Shamsuddin
(Member)
• Datuk Alias bin Ali
(Member)
• Datuk Alias bin Ali
(Chairman)
• Rezal Zain bin Abdul
Rashid
(Member)
• Dato’ Adnan bin
Shamsuddin
(Member)
• Financial reporting
• Internal controls
• External audit
• Internal audit
• Board and senior management
appointments and succession
planning
• Composition of the Board
• Group remuneration framework
• Performance appraisal of the
Board and its committees
Main Activities of the NRC During the Financial Year
• Reviewed the current size and composition of the
Board and Board Committees.
• Assessed and evaluated the effectiveness of the
Board as a whole, Board Committees and individual
Director (self and peer evaluation).
• Assessed the independence of the Company’s
Independent Directors.
• Re-election and re-appointment of Directors
retiring by rotation pursuant to the provisions of the
Company’s Constitution.
• Reviewed the tenure of the Independent Directors
who have been with the Company for more than 9
years, whereupon the Committee has put forward
their recommendation to the Board to seek
shareholders’ approval to retain the independent
status of the Company’s Independent Directors.
• Reviewed the attendance records/time commitment
and training of each Director.
• Reviewed the composition of the Boards of the
Company and its Group subsidiaries.
• Reviewed the proposed restructuring of the Group
Finance and Treasury functions.
The details of the Audit Committee activities during the financial year are disclosed in the Audit Committee Report of this
Annual Report.