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Fima CORPORATION Berhad

(197401004110) (21185-P) •

Annual Report 2020

78

The Company had two (2) Company Secretaries during the financial year. The Company Secretaries report directly to the Board,

through the Chairman, on all matters to do with the proper functioning of the Board. This includes advising the Board and its

Committees on governance matters, coordinating Board business and providing a point of reference for dealings between the Board

and management. The Company Secretaries will inform the Directors of upcoming conferences and seminars relevant to their roles

as Directors of the Company. All Directors have full access to the advice and services of the Company Secretaries. Decisions to appoint

or remove the Company Secretaries are made or approved by the Board.

The Company Secretaries’ profiles are available under the Senior Management Team Profile section of this Annual Report.

Board Charter

The Board Charter is a statement of the practices and processes the Board has adopted in the discharge of its responsibilities,

including matters reserved for the Board and the delegation of authority to the Board Committees. It also sets out the roles and

responsibilities of the Board Committees, individual Directors, Chairman, MD as well as Senior Independent Director. The Board

Charter also defines the relationship and interaction between the Board and management. In June 2020, the Board undertook a

review of the Board Charter and approved recommended changes with particular exercise on the duties and responsibilities of the

Board in establishing appropriate policies and procedures to manage bribery and corruption risks. A formal Policy Statement on

Anti-Bribery has also been developed and appended to the Board Charter. A copy of the Board Charter is available in the ‘Investors’

section of the Company’s website.

Policies

The Board has implemented policies and practices that are considered appropriate for the Group given its current size and

complexity. The Board will continue to review and amend its policies as appropriate to reflect changes in the Group’s overall

growth, operational status, legislation and accepted good practices. The following section set out the policies that the Company

has had in place to promote ethical and responsible business practices in the organization. Each of these policies are available on

the Company’s website.

Anti-Bribery Policy

The Company has adopted an Anti-Bribery Policy which sets out the Company’s zero tolerance against

all forms of bribery and corruption. Directors, employees and others acting for and on behalf of the

Company are strictly prohibited from directly or indirectly soliciting, accepting or offering bribes in

relation to the Company’s business and operations. The policy is in line with the new section 17A of the

Malaysian Anti-Corruption Commission Act 2009 and the Guidelines on Adequate Procedures issued by

the Prime Minister’s Department as well as other international best practices.

Whistle-Blowing Policy

The Whistle-Blowing Policy has been in place since 2011. The policy provides a safe environment

where information regarding misconduct including unethically, dishonest, illegal, bribery, corrupt,

fraudulent or unsafe actions or practices within the Group may be disclosed confidentially and without

fear of reprisal or detrimental treatment for the person making the disclosure. The policy has been

updated to meet the requirements of the Bursa Listing Requirements in relation to anti-corruption

as well as the Guidelines on Adequate Procedures issued by the Prime Minister’s Department and the

Malaysian Anti-Corruption Commission Act 2009.

All whistle-blowing reports are addressed to the MD or Chairman of the Audit and Risk Committee. The

Audit and Risk Committee has oversight of incidents reported under the Whistle-Blowing Policy.

Other Policies

The Company has a number of other policies which define the Company’s commitment to good

corporate governance and responsible business practices. Among them are Corporate Disclosure

Policy, Environmental Policy, Good Social Practices Policy, Occupational Safety and Health Policy,

Quality Policy, Sexual Harassment Policy, Malaysian Sustainable Palm Oil Policy and Dividend Policy.