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c o r p o r at e G O V E R N A N C E

60

The Board is also supported by various committees which have been established to assist in the discharge of the Board’s

oversight functions. The committees are:-

Risk Management

Committee (“RMC”)

• RMC is sub-committee of the Audit Committee.

• Assists the Audit Committee in fulfiling its responsibilities relating to the Group’s

risk management and internal control framework.

• Consists of directors from the Board of the Company and Kumpulan Fima

Berhad (the Company’s penultimate holding company) (“KFima”) and the

Company’s Chief Operating Officer.

Sustainability

Committee

• The committee has been established to oversee how the Group’s sustainability

programs support business goals and aspirations, and to monitor the progress

thereof.

• Consists of representatives from the Boards of KFima and FimaCorp and

members of Group management.

• The Terms of Reference can be found on the Company’s website.

Heads of

Divisions (“HOD”)

• Deliberates on the performance and conduct of the Group’s operating units

including the status of internal audit findings, implementation of Group policies

and examining all strategic matters affecting the Group.

• The HOD comprises of KFima’s Group Managing Director, as Chairman and all

heads of divisions.

Disclosure

Committee

• 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.

• The Committee comprises various members of senior management.

Ad-hoc Committees

and Teams

• Project committees and teams are set up at the divisional and operating levels

by the respective management.

• The committees and teams comply with the best practices in good governance,

subject always to the counsel of the Board and compliance with any policy and

delegated authority limits set by the Board.

• Progress reports on the respective projects are submitted to the Board of the

subsidiary and the Company, as may be necessary in the circumstances.

CORPORATE GOVERNANCE OVERVIEW STATEMENT