FIMA CORPORATION ANNUAL REPORT 2019

During the year, the NRC held four (4) meetings, including a Joint NRC Meeting with its penultimate holding

company, KFima, and extensively discussed the merits of the prospective candidates. On 22 February 2019,

the NRC recommended the appointment of two (2) Non-Executive Directors to the Board. The Board

had at its meeting on 22 February 2019, concurred with the NRC’s recommendations which culminated in

the appointment of Encik Rosely bin Kusip and Datuk Bazlan bin Osman as Independent Non-Executive

Directors of the Company effective 14 March 2019 and 5 April 2019, respectively.

The new Directors were provided with a Director’s Kit containing the Company’s Constitution, Board Charter

and Board Committees’ Terms of Reference, Group policies and other key information. In accordance with

the Company’s Constitution, they are subject to the re-appointment by the Company’s shareholders at the

forthcoming AGM.

Profiles of Encik Rosely bin Kusip and Datuk Bazlan bin Osman can be found on Our Board of Directors

section of this Annual Report.

Details of the different stages of the appointment process that the NRC followed are set out below:

List of prospective

new candidates were

provided to the NRC.

NRC reviewed

and evaluated the

candidates by taking

into account relevant

factors such as

experience, skills,

diversity, conflict

of interest, time

commitment as well

as the personality fit

with the existing Board

and the culture of the

Group.

NRC shortlists

candidates.

NRC Chairman and

Managing Director met

up with the shortlisted.

NRC formalized their

recommendations

to the Board on the

selected candidates.

Board considered

and approved NRC’s

recommendations. The

appointment of new

Directors took effect

upon their acceptance

of the letter of

appointment from the

Company.

step 5

step 4

step 3

step 2

step 1

The NRC considers the following factors when selecting new Directors and when recommending Directors to

the Board for appointment:

• the aim of having a majority of Independent Directors on the Board;

• the prospective candidates have appropriate range of skills, expertise, experience and diversity to

discharge the Board’s mandate;

• the potential conflict of interests; and

• the ability to devote sufficient time to meet his/her commitments as a Director of the Company as well as

the personality “fit” with the Board and the culture of the Group.

Fima CORPORATION Berhad

(21185-P)

Annual Report 2019