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Fima CORPORATION Berhad

(197401004110) (21185-P) •

Annual Report 2020

74

Other Committees

The Board is also supported by various committees which have been established to assist in the discharge of the Board’s oversight

functions. The committees are:

Risk Steering

Committee (“RSC”)

• The Committee which has been renamed as RSC on 22 July 2020, is a sub-committee of the Audit

and Risk Committee.

• Supports the Audit and Risk Committee in the development and implementation of the Group’s risk

management and internal control framework.

• RSC is composed of Board representatives from FimaCorp and KFima and members of senior

management.

• RSC is supported by the Risk Management Unit (“RMU”) which is made up of executives/

management of the respective business units. The RMU is responsible for managing, mitigating and

monitoring strategic and operational risks at company/divisional level.

Group Sustainability

Committee (“GSC”)

• The GSC oversees how the Group’s sustainability programs support business goals and aspirations,

and to monitor the progress thereof.

• Consists of representatives from the Boards of KFima and FimaCorp and members of senior

management.

• The GSC’s Terms of Reference can be found on the Company’s website.

Heads of Divisions

• Deliberates on the performance and conduct of the Group’s operating units including the status

of internal audit findings, implementation of Group policies and examining all strategic matters

affecting the Group.

• The HOD comprises of KFima’s Group MD as Chairman and all heads of divisions and support

functions.

Disclosure Committee

• Responsible for ensuring the Group’s compliance with its continuous disclosure obligations and for

overseeing the Company’s disclosure practices under the Company’s Corporate Disclosure Policy.

• The Committee comprises various members of Group senior management.

Ad-Hoc Committees

and Teams

• Project committees and teams are set up at the divisional and operating levels by the respective

management.

• The Committees and teams comply with the best practices in good governance, subject always to

the counsel of the Board and compliance with any policy and delegated authority limits set by the

Board.

• Progress reports on the respective projects are submitted to the Board of the subsidiary and

FimaCorp, as may be necessary in the circumstances.

Meetings and Time Commitment

The Directors are aware of the time commitment expected from them to attend to matters of the Group in general, including

attendance at meetings of the Board and Board Committees. Board and Board Committees meetings for each financial year are

scheduled in advance for Directors to plan their schedules. Additional meetings are convened in between scheduled meetings

when Board’s decision is required for urgent and important proposals or matters. All Directors are expected to allocate sufficient

time to their role on the Board and Committees on which they serve in order to discharge their responsibilities effectively.

The Board meets regularly at least 4 times a year at quarterly intervals and holds additional meetings as and when the Board thinks

appropriate. Time is allocated at all meetings to discuss any other business, which all Directors are invited by the Chair to raise.

All Non-Executive Directors participate in strategy development and decisions required to implement actions to progress towards

meeting the objectives of the Company. Management are also invited to attend certain Board or Board Committee meetings. This

provides a direct line of communication between the Directors and management present.

Directors also participated in the consideration and approval of matters of the Company by way of written resolutions circulated

to them. Supporting written materials were provided in the circulation and verbal briefings were given by the MD or the Company

Secretaries when required.