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Fima CORPORATION Berhad

(197401004110) (21185-P) •

Annual Report 2020

81

The Nomination and Remuneration Committee reviews the Directors who are due to retire in accordance with the Company’s

Constitution and make relevant recommendation on their re-election or re-appointment to the Board. The re-appointment of Encik

Rezal Zain bin Abdul Rashid and Dato’ Adnan bin Shamsuddin, the Company’s Independent Directors who have served the Board for

more than 9 years, will be subject to separate resolutions to be approved by the shareholders.

Directors who are due for re-election and re-appointment at the forthcoming AGM are as set out in the Notice of 45

th

Virtual AGM in

this Annual Report.

Performance Evaluation

The Board undertakes annual evaluation of the Board’s work, its Committees and individual Directors, with the aim of further

developing and enhancing Board procedures and efficiency and identifying future focus areas of the Board.

For FYE2020, the Board also undertook an evaluation process of the effectiveness of the Board facilitated by an external consultant,

BDO Governance Advisory Sdn. Bhd. which included input from each Board member through questionnaires and one-to-one

interviews.

The results of the evaluations have been reviewed by the Nomination and Remuneration Committee in July 2020 and the outcomes

and recommended actions were thereafter tabled and discussed by the Board and improvement actions were agreed based on

such discussion.

2017

Independent,

externally

facilitated

review

2018

Internal

performance

review

2019

Internal

performance

review

2020

Independent,

externally

facilitated

review

Key Areas Covered in the Evaluation Questionnaire

Board Evaluation Assessment

• Composition & quality of the Board

• Assessment of Board Chairman

• Boardroom activities

• Ethics and compliance

• Board meeting process and procedures

Audit and Risk Committee Evaluation Assessment

• Composition and quality of the Committee

• Oversight of the financial reporting and internal controls

• Risk Management

• Audit and Risk Committee meeting process and procedures

• Ethics and compliance

Individual Board Evaluation Assessment

• Fit and proper

• Contribution and performance

• Calibre and personality

Nomination and Remuneration Committee Evaluation

Assessment

• Composition and quality of the Committee

• Oversight of appointment/election and performance

evaluation of director and senior management

• Oversight of remuneration roles and responsibilities

• Committee meeting process and procedures