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Fima CORPORATION Berhad
(197401004110) (21185-P) •
Annual Report 2020
73
All Committees are chaired by and comprise a majority of Independent Non-Executive Directors. Each Committee keeps the Board
informed of its activities through the provision of the minutes of each meeting, and the Chair of each Committee formally advises the
Board of any matters or recommendations requiring the Board’s attention.
AUDIT AND RISK COMMITTEE
NOMINATION AND REMUNERATION COMMITTEE
Chairman
Rezal Zain bin Abdul Rashid
Senior Independent Non-Executive Director
Members
• Dato’ Adnan bin Shamsuddin
Independent Non-Executive Director
• Datuk Bazlan bin Osman
Independent Non-Executive Director
• Rosely bin Kusip
Independent Non-Executive Director
Key Objectives
The Committee was renamed as Audit and Risk Committee in
June 2020 to more accurately reflect the Committee’s oversight
functions.
The Audit and Risk Committee plays a key role in assisting
the Board with oversight of the external and internal audit
functions, the Group’s system of internal controls, business
risk management processes, related party transactions, related
compliance activities and effective governance over the
appropriateness of the Group’s financial reporting including the
adequacy of disclosures. The role of the Committee has also
been enhanced to include review and oversight functions of the
Group’s anti-bribery and whistle-blowing in line with section
17A of the Malaysian Anti-Corruption Commission Act 2009 as
well as the Group’s sustainability reporting.
The Committee’s Terms of Reference which has been updated
in June 2020 is available on the Company’s website at www.
fimacorp.com/corporate-governance.
In FYE2020, the Committee conducted 5 meetings with all
members present. The Committee’s activities during the
financial year are outlined in the Audit and Risk Committee
Report of this Annual Report.
Chairman
Rezal Zain bin Abdul Rashid
Senior Independent Non-Executive Director
Members
• Dato’ Adnan bin Shamsuddin
Independent Non-Executive Director
• Dr. Roshayati binti Basir
Non-Independent Non-Executive Director
• Rosely bin Kusip
Independent Non-Executive Director
Key Objectives
Assisting the Board in ensuring that the Board comprises
individuals with the necessary skills, knowledge and experience
for the effective discharge of its responsibilities; and in
matters relating to the remuneration of the Board and senior
management.
The Committee’s Terms of Reference is available on the
Company’s website at
www.fimacorp.com/corporate-
governance.
The key activities of the Nomination and Remuneration
Committee in FYE2020 included:
• reviewing the composition of the Board and its Committees.
• reviewing the performance evalution of the Board, its
Committees and individual Directors and making appropriate
recommendations to the Board.
• reviewing the independence of the Independent Non-
Executive Directors.
• reviewing the tenure on the Independent Non-Executive
Directors’ time in office.
• nominating Board candidates for election by shareholders at
the Company’s Annual General Meeting.
• reviewing the time commitment of Directors for performance
of their responsibilities.
• reviewing the training of the Directors.
• reviewing the fees and allowances payable to the Non-
Executive Directors.
• reviewing the performance of the MD and senior
management and recommends to the Board the appropriate
annual increment and performance rewards.
• monitoring and considering the level of remuneration for
Group employees.
The Nomination and Remuneration Committee met once
during the FYE2020 and all Committee members attended the
meeting.