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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
II.
BOARD COMPOSITION
The Board is committed to ensuring that the composition of the Board continues to include Directors who bring an appropriate
mix of skills, experience, expertise and diversity (including gender diversity) to Board decision-making.
As at the date of this Report, the Board consisted of 5 Directors, majority of whom are Independent Non-Executive Directors.
Non-Independent
Executive
Director
Non-Independent
Non-Executive
Director
Independent
Non-Executive
Director
20%
20%
60%
male
80%
female
20%
CORPORATE GOVERNANCE OVERVIEW STATEMENT
The membership of the Board is reviewed by the Board, through the NRC annually, having regard to the on-going needs of
the Company. The Board considers that its membership should reflect an appropriate balance between independent and
non-independent members. The objective is that the Board should be of a size and composition that is conducive to effective
decision making with the benefit of a variety of perspectives and skills. Towards this end, the NRC has initiated a process
to identify new Non-Executive Directors to strengthen the Board, with particular focus on gender diversity and succession
requirements. The Board’s overriding aim is to appoint the right directors with the desired competencies and expertise to the
Board to drive Group’s strategies forward. This pursuit will continue to be a priority on the Board agenda in the financial year
ending 31 March 2019.
The profile of each Board member, including each Director’s qualifications, experience and the term of office held by each
Director, is set out in the Profile of Directors section of this Annual Report and is also available on the Company’s website.
Independence of Directors
Independent Directors are expected to bring views and judgement to Board deliberations that are independent of management
and free of any business or other relationship or circumstances that could materially interfere with the exercise of objective,
unfettered or independent judgement, having regard to the best interests of the Company as a whole.
As at the date of this statement, 3 Independent Non-Executive Directors (“INED(s)”) of the Company, namely Encik Rezal Zain
bin Abdul Rashid, Dato’ Adnan bin Shamsuddin and Datuk Alias bin Ali have served on the Board for a cumulative term of
more than 9 years. They were approved by the shareholders of the Company during the 42
nd
AGM held on 23 August 2017 to
continue serving as INEDs of the Company until the conclusion of the forthcoming AGM. Datuk Alias bin Ali, who has served
on the Board for 14 years, will be retiring from his position as INED upon the conclusion of the forthcoming AGM. As such, the
Company would be seeking the shareholders’ approval at the coming AGM for Encik Rezal Zain bin Abdul Rashid and Dato’
Adnan bin Shamsuddin to continue in office as Independent Directors.
The Board, through NRC assessed the independence of each INEDs annually and is satisfied that all INEDs have fulfilled the
criteria of an Independent Director and satisfied the independence test carried out through the board effectiveness evaluation,
in line with the Listing Requirements of Bursa Malaysia.