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63

KUMPULAN FIMA BERHAD

(11817-V) |

Annual Report

2016

Assessed and evaluated the effectiveness of the Board as a whole and each Board Committee;

Assessed the independence of the Independent Non-Executive Directors of the Company;

Re-election and re-appointment of Directors retiring by rotation and who had attained the age

of 70 years, respectively, pursuant to the provision of the Articles of Association and Section

129(6) of the Companies Act, 1965;

Reviewed the tenure of the Independent Directors who have been with the Company for more

than nine (9) years, whereupon the Committee has put forward their recommendation to the

Board to seek shareholders’ approval to retain the independent status of the Company’s

Independent Directors; and

Reviewed the attendance records/time commitment and training of each Director during the

year under review.

The Nomination Committee meets as and when necessary and can also make decisions by way

of circular resolutions. All recommendations of the Nomination Committee are subject to the

endorsement/approval of the Board.

The members of the Nomination Committee as at the date of the Annual Report are:

Dato’ Rosman bin Abdullah

(Chairman, Independent Non-Executive Director)

Azizan bin Mohd Noor

(Member, Senior Independent Non-Executive Director)

Rozana Zeti binti Basir

(Member, Non-Independent Non-Executive Director)

All members of the Committee have access to the advice and services of the Company Secretaries.

1.8.3 Remuneration Committee

The role of the Remuneration Committee is to review and make recommendations to the Board in

relation to the remuneration paid to non-executive and executive directors. The Committee’s terms

of reference set out its main responsibilities, and are available to view on the Group’s website.

As at the date of this Annual Report, the Remuneration Committee of the Board consists of the

following Non-Executive Directors:

Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor

(Chairman, Independent Non-Executive Director)

Azizan bin Mohd Noor

(Member, Senior Independent Non-Executive Director)

Dato’ Rosman bin Abdullah

(Member, Independent Non-Executive Director)

Rozilawati binti Haji Basir

(Member, Non-Independent Non-Executive Director)