KUMPULAN FIMA BERHAD
The composition of the Board is in compliance with Paragraph 15.02 of the Bursa Malaysia’s Main
Market Listing Requirements (“MMLR”) as more than one third of its members are independent directors.
A balanced composition of independent directors enables an effective and objective check and balance
on the Board’s deliberation and decision making. The composition of the Board is further enhanced in
terms of gender diversity. This is evident where two (2) out of six (6) Directors are women.
The Board is satisfied with the current diversity and is of the view that the size and composition of the
Board, given the Company’s size and type of operation, is balanced with appropriate mix of knowledge,
skills, attributes and core competencies to enable the Board to effectively discharge its responsibilities
and perform its functions.
The role of the Chairman and Group Managing Director (“Group MD”) are separated with clear
distinction of responsibility between them to ensure that there is a balance of power and authority. The
Chairman is responsible for the leadership and governance of the Board, ensuring its effectiveness,
orderly conduct and working of the Board whilst the Group MD, assisted by the senior management,
is overall responsible for the day-to-day management of the Group’s operations and business as
well as implementation of Board policies and decisions. The Group MD, by virtue of his position as a
Board member, also functions as the intermediary between the Board and senior management. The
responsibilities and authorities between the Chairman and the Group MD are also clearly outlined in the
Company’s Board Charter.
Encik Azizan bin Mohd Noor is the Company’s Senior Independent Non-Executive Director, to whom
any concerns pertaining to the Company may be conveyed. He is also responsible to receive reports
from employees or third parties for the purpose of whistleblowing in accordance with the Group’s
Whistleblowing Policy and Procedures.
The profile of each Director is presented in the Profile of Directors on pages 13 to 15 of the Annual
1.3 Independence of Directors
Currently, three (3) Board members are Independent Directors who are able to exercise independent
judgement on issues of strategy, performance and resources of the Group. They provide unbiased and
independent views and the presence of these Independent Directors fulfil a pivotal role of corporate
For the financial year under review, all the Independent Non-Executive Directors have provided written
declaration to the Nomination Committee and the Board confirming that they continue to fulfil the
criteria of independence as set out in the MMLR. The Board, on the recommendation of the Nomination
Committee, is satisfied with the level of independence of each of the Company’s Independent Non-
Executive Directors and their ability to act in the best interests of the Company.
As at the date of this statement, Encik Azizan bin Mohd Noor (“Encik Azizan”) and Dato’ Rosman
bin Abdullah (“Dato’ Rosman”), who are the Independent Non-Executive Directors of the Company,
have served on the Board for 13 years and 12 years, respectively and they were approved by the
shareholders of the Company during the 43
Annual General Meeting held on 22 September 2015 to
continue serving as Independent Non-Executive Directors of the Company.
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 believes that term limits does not in any
way interfere with their exercise of independent judgement and ability to act in the best interests of
the Company. The Nomination Committee and the Board have assessed, reviewed and concurred