FIMA CORPORATION BERHAD ANNUAL REPORT 2020

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Fima CORPORATION Berhad (197401004110) (21185-P) • Annual Report 2020 72
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
I. BOARD RESPONSIBILITIES
Role and Responsibilities of the Board
The Board is responsible for the overall strategy, governance and performance of the Company. The general powers of the Board
and the Directors are conferred in the Company’s Constitution. The Board has adopted a Board Charter which sets out the role and
responsibilities of the Board, describes thosematters expressly reserved for the Board, and thosematters delegated tomanagement.
Among the specific matters reserved for the Board are:
• review and approve annual financial statements and quarterly financial results.
• contribute to management’s development of the Company’s strategy and plans, and ultimately approving operating budgets
and monitoring performance.
• approve director’s appointment to the Board and Board Committees.
• approve major capital expenditure, acquisitions, disposals of significant events and investment proposals.
• oversee and monitor overall system of internal control and risk management.
• oversee related party transactions.
• review and approve any matters in excess of any discretions which the Board may have delegated from time to time to the MD
or senior management.
In FYE2020, the Board reviewed, deliberated and approved (where specifically required), amongst others the following:
Financial Reporting/
Performance
• the quarterly financial results and audited financial statements.
• the financial performance of the business operations against approved strategies, plans and budgets.
• major capital expenditure/acquisitions.
• the amount, nature and timing of dividends to be paid.
• bank mandate updates and other treasury related matters.
• the Group’s solvency and financial position.
Strategy and Planning • budget and business plan for FY2021 and key performance targets.
• the progress in implementing strategic activities arising from the March 2019 Board Retreat.
• updates on business and operational activities.
Governance and
Reporting
• the new policy on anti-bribery and corruption.
• the updated Whistle-Blowing Policy, Board Charter and Terms of Reference of the Audit and Risk
Committee.
• adoption of a formal dividend policy for the Company.
• results of the Board, Board Committees and individual Directors’ effectiveness evaluation.
• the findings and observations made in the CG Monitor 2019 in relation to the adoption by the
Company of practices recommended under the MCCG.
• the progress of the Group’s sustainability and corporate responsibility initiatives.
• the draft statements to be incorporated in the 2019 Annual Report.
People • the performance, reward, composition and succession of Board.
• the Nomination and Remuneration Committee’s recommendation on the annual performance of the
MD and senior management.
• new appointments to the Boards of Group subsidiaries.
• changes in the composition of the Audit and Risk Committee.
• appointment of Encik Rosely bin Kusip to the Nomination and Remuneration Committee.
Board Committees
The Board is supported by the Audit and Risk Committee as well as the Nomination and Remuneration Committee in discharging its
duties. The ultimate responsibility however, resides in the Board and it does not abdicate its responsibilities to these committees.
Each Committee is governed by their own Terms of Reference setting out the roles and responsibilities of that Committee, as well as
the membership and any other requirements for the running of the Committee which have been approved by the Board. The Terms
of Reference of the Committees are available on the Company’s website at