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Fima Corporation Berhad
(21185-P)
sustainability & governance
58
The Board acknowledges MCCG 2012’s recommendation that the tenure of an independent director should not exceed
a cumulative term of 9 years. The Company has not established term limits for the Independent Non-Executive Directors
who have served the Company for more than 9 years as the Board does not consider that independence can be assessed
with reference to a set period of time. Rather, regard must be given on their capacity to act in accordance with their
fiduciary duties and whether there are any relationships or interests which could materially interfere with the exercise of their
independent judgement and ability to act in the best interests of the Company.
During the year under review, the Nomination Committee and the Board had performed annual assessment on Independent
Directors based on the following aspects:
(i)
has fulfilled the criteria under the definition of Independent Director pursuant to Bursa Securities’ Main Market Listing
Requirements;
(ii)
has actively participated in Board deliberations, objective in decision making and provided an independent voice on
the Board; and
(iii)
provide the Board with a diverse set of experience, expertise and independent judgement in the Group.
In the circumstances, the Nomination Committee and the Board have concurred that the Independent Non-Executive
Directors have both remain independent in character and judgment and that they are each free from any business or
other relationships which could materially impair the exercise of their independent judgement. The Board believes that
there are notable benefits to be acquired from long serving Directors who possess insightful knowledge of the Company’s
businesses and proceedings.
The Board will table a proposal to retain the Independent Non-Executive Directors as Independent Directors for shareholders’
approval at the forthcoming AGM of the Company. Justifications on the continuation of the three (3) Independent Non-
Executive Directors as independent directors are provided in the notice of meeting.
Generally and in any event, Directors must keep the Board advised, on an ongoing basis, of any interest that could
potentially conflict with those of the Company. Where a material conflict exists, the Director concerned declares his or her
interest in those dealings to the Board and takes no part in decisions or discussions relating to them.
4.
FOSTER COMMITMENT
a.
Time Commitment
The Board complied with the requirements of the MMLR where none of the members of the Board holds more than five
(5) directorships in listed companies. The Directors are required to disclose and update his or her directorships in other
companies or significant commitments outside the Company as and when necessary to ensure that such appointments
would not unduly affect their time commitments and responsibilities to the Board. All the Non-Executive Directors have
provided a confirmation to the Nomination Committee and the Board that they will continue to devote sufficient time and
attention to the affairs of the Company in fulfilling their duties as Non-Executive Directors of the Company.
To facilitate the Directors’ time planning, an annual meeting calendar is prepared and circulated in advance before the
beginning of the calendar year so as to enable the Directors to plan accordingly and fit the year’s Board meetings into their
respective schedules. The calendar provides Directors with the scheduled dates for meetings of the Board and Board
Committees, AGM as well as the closed periods for dealings in securities by Directors based on the targeted dates of
announcements of the Group’s quarterly results. Additional meetings are convened whenever necessary to consider urgent
proposals or matters that require the Board’s expeditious review and decision.
statement on corporate governance