FIMA CORPORATION ANNUAL REPORT 2019

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The Audit Committee continues to play a key role in the
governance over the Group’s financial reporting, risk
management, control and assurance processes and the
external and internal audit.
Chairman
Rezal Zain bin Abdul Rashid
Members
Dato’ Adnan bin Shamsuddin
Datuk Bazlan bin Osman (Appointed 23 May 2019)
Rosely bin Kusip (Appointed 24 June 2019)
Dr. Roshayati binti Basir (Resigned 24 June 2019)
Key Role
Providing oversight of the Group’s system of internal
control, business risk management processes and
related compliance activities, effective governance over
the appropriateness of the Group’s financial reporting
including the adequacy of disclosures and monitoring the
performance of both the internal audit function and the
external auditors, Messrs. Hanafiah Raslan & Mohamad.
The terms of reference of the Audit Committee is available
on
The details of the Audit Committee activities during
the financial year are disclosed in the Audit Committee
Report of this Annual Report.
The Nomination and Remuneration Committee (“NRC”)
continues its work of ensuring that the Board composition
is right and that the governance is effective. NRC’s work
also included monitoring and considering the level
and structure of remuneration for the Executive/Non-
Executive Directors and senior management.
Chairman
Rezal Zain bin Abdul Rashid
Members
Dato’ Adnan bin Shamsuddin
Dr. Roshayati binti Basir
Rosely bin Kusip (Appointed 23 May 2019)
Key Role
To make sure the Board comprises individuals with the
necessary skills, knowledge and experience to ensure that
it is effective in discharging its responsibilities and to have
oversight of all matters relating to remuneration structure
of the Directors and senior management.
FYE2019 highlights
• Assessed the composition, structure and size
of the Board and its Committees, including the
independence of the Company’s Independent
Directors and their tenure in office.
• Delivered recommendations to the Board for
appointment of Rosely bin Kusip and Datuk Bazlan
bin Osman as Independent Non-Executive Directors
following an extensive search and review process.
• Reviewed the performance evaluation of the Board,
its Committees and individual Directors and making
appropriate recommendations to the Board.
• Re-election and re-appointment of Directors at the
Company’s AGM.
• Delivered recommendations to the Board on the
proposed annual increment and performance reward
of the Managing Director and senior management.
• Monitored and considered the level of remuneration
for the Group employees.
• Reviewed and oversaw the preparation of a new
salary structure for Group employees and making the
appropriate recommendations to the Board.
• Considered the outcome of the reviewof theManaging
Director’s remuneration package undertaken by
an external consultant and making the appropriate
recommendations to the Board.
The terms of reference of the NRC is available on
AUDIT COMMITTEE
NOMINATION AND
REMUNERATION
COMMITTEE
Fima CORPORATION Berhad (21185-P)
Annual Report 2019
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