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Fima CORPORATION Berhad
(197401004110) (21185-P) •
Annual Report 2020
77
From time to time, the Board will also be updated on the companies and securities legislations and other relevant rules and
regulations at the Board meetings or through email from the Company Secretaries, in order to acquaint them with the latest
developments in these areas.
Role of the Chairman and the Managing Director
The roles of the Chairman and the MD are not exercised by the same individual. The Chairman of the Board, Dato’ Adnan bin
Shamsuddin (“Dato’ Adnan”), is an Independent Non-Executive Director. Dato’ Adnan leads the Board and is responsible for the
efficient organization and effective functioning of the Board, ensuring that Directors have the opportunity to contribute to Board
deliberations. He communicates with the MD on key issues and performance trends. The MD, Dato’ Roslan bin Hamir is responsible
for the day-to-daymanagement of the Company and its businesses. There is a clear division of responsibilities between the Chairman
and the MD, with no one individual unfettered powers of decision.
Chairman (INED)
• Provides leadership to
the Board.
• Monitor Board
effectiveness.
• Fosters constructive
relationships among
Directors.
• Act as Company
representative.
Key Responsibilities of Chairman and Managing Director
The roles and responsibilities of the Chairman and MD are set out in the Board Charter, which can be viewed on the ‘Investors’ section
of the Company’s website.
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 to facilitate a better understanding of the Group’s business operations.
Directors may, at any time, request for further explanation, briefings or informal discussions on any aspect of the Group’s operations
or business issues from management. Directors, after consultation with the Chairman, may also seek independent advice in
furtherance of their duties at the Company’s expense.
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.
• Promote integrity and
probity.
• Ensure effective stakeholder
communication.
Managing Director
• Develops strategies for the
Board’s approval.
• Executes strategies agreed
by the Board.
• Leads day-to-day
management of the Group.
• Monitoring operational
and financial performance.