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Fima CORPORATION Berhad
(197401004110) (21185-P) •
Annual Report 2020
79
II.
COMPOSITION OF THE BOARD
The Board has responsibility for ensuring that it has the
necessary skills, experience and independence to meet its
objectives and regulatory requirements. As at the date of this
Statement, the Board comprises six (6) Directors, including
four (4) Independent Non-Executive Directors and one (1)
female Director. The Board is satisfied that the current
composition of the Board takes into account the size of the
Group, the optimal mix of knowledge, skills, experience,
gender diversity, independence, the requirement in numbers
for its Committees and regulatory requirements. In addition,
the composition of the Board also meets the requirement
for independent directors provided for in the Bursa Listing
Requirements.
The profile of each Board member, including each Director’s
qualifications, experience and the term of office held by
each Director, is set out in the Profile of Directors section of
this Annual Report and is also available on the Company’s
website.
Appointment Process for Nomination and Selection of
New Directors
In its search and selection process, the Nomination and
Remuneration Committee reviews the composition of the
Board including the mix of expertise, skills, experience,
diversity and attributes of existing Directors, so as to identify
need and/or desired competencies to supplement the
existing Board. In doing so, where necessary or appropriate,
the Nomination and Remuneration Committee and Board
may tap on its networking contacts and/or engage external
professional agencies to assist with identifying and
shortlisting candidates. The Nomination and Remuneration
Committee then meets the shortlisted potential candidates
before recommending the most suitable candidate to the
Board for appointment as Director. The new Directors will
be provided with a Director’s Kit containing the Company’s
Constitution, Board Charter and Board Committees’ Terms of
Reference, Group policies and other key information.
Independence of Directors
Name
Date of Appointment
Rezal Zain bin Abdul Rashid
25 June 2002
Dato’ Adnan bin Shamsuddin
20 May 2003
Rosely bin Kusip
14 March 2019
Datuk Bazlan bin Osman
5 April 2019
The Board recognises the importance of independence and
objectivity in its decision-making process. The Independent
Directors are appointed to offer a wide range of skills
and experience which enable them to advise, support
and constructively challenge management, to provide
independent judgement on the Board’s discussions and to
help with the development of the Company’s strategy. A
Director is considered independent if he/she is independent
of management and free of any business or other relationship
that could, or reasonably be perceived to, materially interfere
with his/her capacity to bring independent judgement on
issues before the Board, and his/her ability to act in the best
interests of the Company.
The independence of Independent Non-Executive Directors
are assessed prior to appointment and reviewed annually
by the Nomination and Remuneration Committee as part of
its annual evaluation of Board effectiveness. The findings
of the annual review of Director’s independence by the
Nomination and Remuneration Committee are considered by
the Board. As part of the review, each Independent Director is
requested to confirm that they continue to fulfil the criteria of
independence in line with the Bursa Listing Requirements.
The Board Charter provides that the tenure of an Independent
Director shall not exceed a cumulative term of 9 years.
However, upon completion of the 9 years, the Independent
Director may continue to serve on the Board, if the Board
intends to retain an Independent Director subject to the
annual shareholders’ approval.
66%
Independent
Non-Executive
Director
Board
Composition
17%
Non-
Independent
Executive
Director
17%
Non-
Independent
Non-Executive
Director
17%
Female
83%
Male
Board
diversity