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The Nomination and Remuneration Committee
and the Board, through the annual assessment
carried out for the financial year ended 31 March
2019, concluded that the above Directors remain
independent and recommended them to continue
to act as Independent Non-Executive Directors
based on the following justifications:-
(a) Have fulfilled the criteria as an Independent
Director as defined in the Bursa Listing
Requirements, and therefore is able to bring
independent and objective judgement to the
Board;
(b) Have provided effective check and balance in
the proceedings of the Board and the Board
Committees;
(c) Have provided objectivity in decision making
through unbiased and independent views as
well as advice and judgement, to the Board;
(d) Have contributed sufficient time and effort
and attended all Board and Committees
Meetings for an informed and balanced
decision making; and
(e) Have exercised due care during their tenure
as Independent Non-Executive Director of
the Company and carried out professional
duties in the interest of the Company and
shareholders.
Notes:-
1.
A member of the Company entitled to attend and
vote at the meeting is entitled to appoint a proxy
to attend and vote in his stead. A proxy may not
be a member of the Company and a member may
appoint up to two (2) proxies by specifying the
proportion of his shareholding to be represented
by each proxy.
2.
Where a member of the Company is an exempt
authorized nominee which holds ordinary shares
in the Company for multiple beneficial owners
in one securities account (“omnibus account”),
there is no limit to the number of proxies which
the exempt authorized nominee may appoint in
respect of each omnibus account it holds.
3.
The instrument appointing a proxy must be
completed and deposited at the registered office
of the Company not less than 24 hours before the
time of holding the meeting or any adjournment
thereof.
4.
Only members registered in the General Meeting
Record of Depositors as at 23 August 2019 shall
be eligible to attend the 44
th
AGM or appoint
proxy(ies) to attend and/or vote on their behalf.
5.
The voting at the 44
th
AGM will be conducted on
a poll. The Company will appoint independent
scrutineers to verify the results of the poll.
Fima CORPORATION Berhad
(21185-P)
Annual Report 2019
08