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Access to information, independent advice and indemnification
The Board is supplied with the information it needs to discharge its duties. The Company Secretaries are
responsible for ensuring good information flows within the Board and Committees and between senior
management and the Board. The Directors also have the opportunity to visit the Group’s operational facilities
and meet with Management to facilitate a better understanding of the Group’s business operations.
Directors, after consultation with the Chairman, may seek independent advice in furtherance of their duties at
the Company’s expense. Directors also have access to members of senior management at any time to request
relevant information.
Under the Company’s Constitution and to the extent permitted by law, the Company indemnifies Directors and
its officers against liabilities to third parties in their capacity as officers of the Company and against certain
legal costs incurred in defending an action for such a liability.
Company Secretaries
The Company Secretaries play an advisory role to the Board in relation to the Company’s Constitution,
proceedings of meetings, policies and procedures and compliance with the relevant statutory and regulatory
requirements, guidelines as well as the principles and recommendations of best practices set out in the MCCG.
The Company had two (2) Company Secretaries during the financial year. The Company Secretaries report
directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board.
This includes advising the Board and its Committees on governance matters, coordinating Board business and
providing a point of reference for dealings between the Board and Management. The Company Secretaries also
inform the Directors of upcoming conferences and seminars relevant to their roles as Directors of the Company.
Each Director has the ability to communicate with the Company Secretaries. Decisions to appoint or remove
the Company Secretaries are made or approved by the Board.
The Company Secretaries’ profiles are available under Our Key Senior Management of this Annual Report.
Board Charter
The Board Charter is a statement of the practices and processes the Board has adopted in the discharge of
its responsibilities, including matters reserved for the Board and the delegation of authority to the Board
Committees. It also sets out the roles and responsibilities of the Board Committees, individual Directors,
Chairman, Managing Director as well as Senior Independent Director. The Board Charter also defines relationship
and interaction between the Board and Management.
The Board had on 24 June 2019, revised its Board Charter to include provisions on tenure of appointment and
re-appointment Directors, dividend policy and the Group Sustainability Committee. The revised Board Charter
is available in the ‘Investors’ section of the Company’s website.
Other Policies
In addition to the Board Charter, there are a range of policies which define the Company’s commitment to good
corporate governance and responsible business practices. Among them are Whistle-Blowing Policy, Corporate
Disclosure Policy, Environmental Policy and Malaysian Sustainable Palm Oil Policy. The Company has also
established its dividend commitment through a dividend policy which was approved by the Board on 23 May
2019 whereby the Company aims to distribute to its shareholders at least 40% of the consolidated profit after
taxation and non-controlling interest for the relevant financial year, subject to financial and internal parameters,
external factors or any other factors that may be considered relevant to the Board. These and other policies are
available on the Company’s website under the ‘Investors’ section.
Fima CORPORATION Berhad
(21185-P)
Annual Report 2019
62