FIMA CORPORATION ANNUAL REPORT 2018

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

II.

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

The Company is committed to embedding risk management practices to support the achievement of business objectives

and fulfil corporate governance obligations. The Board is responsible for reviewing and overseeing the risk management and

internal control framework for the Group and for ensuring the Group has an appropriate risk management and internal control

process and procedures. The Audit Committee provides advice and assistance to the Board in meeting that responsibility and

the role of the former in relation thereto is described in the Statement on Risk Management and Internal Control of this Annual

Report.

The Group has an enterprise risk management framework which is designed to provide a sound framework for managing the

material risks of conducting business. The framework sets out the standards and processes for identifying, monitoring and

reporting of risks impacting the success of strategic objectives and operating plans.

The Board however, recognizes that the enterprise risk management framework must continually evolve to support the type of

business and size of operations of the Group. As such, the Board will, when necessary, put in place appropriate action plans

to further enhance the Group’s risk management and internal control framework.

Related Party Transactions

An internal compliance framework exists to ensure its obligation under the Listing Requirements of Bursa Malaysia, including

obligation to related party transactions and recurrent related party transactions. The Board, through its Audit Committee,

reviews and monitors all related party transactions and conflicts of interest situation, if any, on a quarterly basis. A Director

who has an interest in a transaction must abstain from deliberating and voting on the relevant resolutions, in respect of such

a transaction at the meeting of the Board and AGM.

Details of the proposed renewal of shareholders’ mandate for recurrent related party transaction is set out in the Circular/

Statement to Shareholders dated 31 July 2018.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

COMMUNICATION WITH STAKEHOLDERS

Shareholders and other stakeholders are informed of all material matters affecting the Company through Bursa Malaysia

announcements including the Company’s quarterly financial results. The Company’s corporate website is also the primary

source of information for investors. It houses the Company’s corporate profile, individual profiles of Directors and senior

management, financial results, annual reports, corporate governance related policies and the Company’s operations and

major subsidiaries.

II.

CONDUCT OF GENERAL MEETINGS

The Board views the Company’s general meetings as a valuable opportunity for shareholders to exchange views and engage

in active dialogue with the Board. At the Company’s 42

AGM held on 23 August 2017, all Directors including the Chair of

Board Committees were present in person to engage directly with shareholders and proxies.

The AGM notice includes details of the resolutions proposed along with any relevant background information or

recommendations. The Notice of 42

AGM of the Company was delivered to the shareholders on 28 July 2017 and was

also published in the local English newspapers and made available on the Company’s website. The voting at the 42

AGM

was conducted through electronic voting system. The proceedings at the AGM were recorded in the minutes of meeting and

disclosed to shareholders through the Company’s website.

This Corporate Governance Overview Statement was approved by the Board of Directors on 28 May 2018.

CORPORATE GOVERNANCE OVERVIEW STATEMENT