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Fima CORPORATION Berhad
(197401004110) (21185-P) •
Annual Report 2020
06
(I)
Note A
The Audited Financial Statements is for discussion only as
it does not require shareholders’ approval pursuant to the
provision of Section 340(1)(a) of the Act. Hence, it is not put
forward for voting.
(II)
Resolutions 1 and 2
Article 108 of the Company’s Constitution provides that one-
third (1/3) of the Directors of the Company for the time being
shall retire by rotation at an AGM of the Company provided
always that all Directors, shall retire from office at least once
in every three (3) years, but shall be eligible for re-election
at the AGM. A Director retiring at a meeting shall retain office
until the close of the meeting whether adjourned or not.
The Board endorsed that the Directors who retire in
accordance with Article 108 of the Company’s Constitution
are eligible to stand for re-election.
The profiles of the retiring Directors are set out in Profile of
Directors section of the Company’s Annual Report 2020.
(III)
Resolutions 3, 4, 5 and 6
Section 230(1) of the Act provides amongst others, that the
fees of the directors and any benefits payable to the directors
of a listed company and its subsidiaries shall be approved at
a general meeting. In this respect, the Board agreed that the
shareholders’ approval shall be sought at the 45
th
AGM of the
Company on the following payments to Directors in four (4)
separate resolutions as below:
•
Resolution 3
on payment of Directors’ fees for the
ensuing financial year.
•
Resolution 4
on the increase in fees payable to the
Audit and Risk Committee members (excluding the
Committee Chairman) from 1 April 2020 until the
conclusion of the next AGM of the Company.
•
Resolution 5
on payment of Directors’ fees for the
Non-Executive Directors (“NEDs”) who sit on the
Board of Directors of subsidiary companies from
30 September 2020 until the conclusion of the next AGM
of the Company.
•
Resolution 6
on payment of Directors’ remuneration
(excluding Directors’ fees) to the NEDs from
30 September 2020 until the conclusion of the next AGM
of the Company.
Ordinary Resolutions 3, 5 and 6 comprises fees, allowances
and other benefits payable to the Non-Executive Chairman,
NEDs and Board Committees, including fees and allowances
payable to them by subsidiaries. Payment of the said fees,
allowances and other benefits referred to herein will be made
by the Company as and when incurred.
Ordinary Resolution 4 relates specifically on the proposed
increase in fees payable to a member of the Audit and Risk
Committee (excluding the Committee Chairman) from
RM6,000 per annum to RM10,000 per annum. The Board is
of the view that it was fair for the Audit and Risk Committee
member’s fees to be reviewed having taken into account
various considerations and to reflect the additional roles of
the Audit and Risk Committee in assisting the Board to meet
its oversight responsibilities in relation to the Group’s risk
management and sustainability policies and practices.
Other fees payable to the NEDs remain unchanged. The
Managing Director does not receive any Directors’ fees and
meeting allowances.