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Fima CORPORATION Berhad
(197401004110) (21185-P) •
Annual Report 2020
80
Encik Rezal Zain bin Abdul Rashid and Dato’ Adnan bin Shamsuddin have each been Independent Non-Executive Directors for a
cumulative term of more than 9 years. The Board reviewed the independence of Encik Rezal Zain bin Abdul Rashid and Dato’ Adnan
bin Shamsuddin and concluded that they remain independent in line with the criteria defined in the Bursa Listing Requirements and
are free from any relationship or circumstances that could affect, or appear to affect, their independent judgement. Having regard
to all such considerations, the Board further satisfied that the lengths of their tenure have no impact on their respective levels of
independence or the effectiveness of their contributions.
In this respect, the Company will be seeking shareholders’ approval at the forthcoming 45
th
Virtual AGM for the retention of Encik
Rezal Zain bin Abdul Rashid and Dato’ Adnan bin Shamsuddin as Independent Non-Executive Directors of the Company until the
conclusion of the next AGM of the Company.
The Board will continue to review the independence of the Company’s Independent Directors from time to time to ensure that they
have the necessary competencies, skills and knowledge, and continue to exercise independent and objective judgement, play their
part effectively on the Board in the best interest of the Company and satisfy the independence criteria. In addition, each Director
must immediately disclose to the Board if a Director is, or becomes aware of, any information, facts or circumstances that will or may
affect that Director’s independence.
Independence Assessment
Before and on appointment
• NRC will evaluate the suitability of the
candidates, including an assessment
of their independence.
• Upon his/her acceptance of the Letter
of Appointment, he/she is required to
disclose to the Company all relevant
information of entities of which he/
she has material interest direct/
indirect, is an executive director or is
a director.
• Upon appointment, a director is also
required to confirm with Bursa his/
her independence having regard
to the criteria of independence
as prescribed in the Bursa Listing
Requirements.
Ongoing process
• Independent non-executive director
is required to inform the Company
as soon as practicable if there is
any change in his/her own personal
particulars that may affect his/her
independence.
• All directors have continuing duty to
update the Company on any changes
to their other appointments which
will be reviewed by the Board.
Annual assessment
• Each independent non-executive
director is required to confirm with
the Company his independence
having regard to the criteria of
independence as set out in the Bursa
Listing Requirements.
• NRC assesses and reviews the
independence of independent non-
executive directors annually.
Re-election and Re-appointment of Directors
The Constitution of the Company states that one-third of the Directors must retire by rotation at each Annual General Meeting
together with any new Directors appointed by the Board during the period since the last Annual General Meeting. Retiring Directors
are eligible to stand for re-election.