73 / 232
Annual Report 2017
71
statement on
corporate governance
Kumpulan Fima Berhad (“the Company” or “KFima”) continues to be committed to embrace good corporate governance practices,
where possible, having regard to the size and ownership of the Company, to achieving and sustaining high standards of corporate
governance and compliancewith theMalaysian Code on CorporateGovernance 2012 (“MCCG2012”) best practice recommendations.
This statement describes how best the Company and its subsidiaries (herein referred to as “the Group”) have applied the principles
and adopted the best practices as laid down in the MCCG 2012 throughout the financial year.
GOVERNANCE FRAMEWORK
The governance framework provides an overview of the corporate governance processes and responsibilities within the Group.
1.
BOARD OF DIRECTORS
1.1 Roles and Responsibilities
The Board is generally entrusted with the overall governance of the Company, the responsibility to exercise reasonable
and proper care of the Company’s resources for the best interests of its shareholders as well as to safeguard the
Company’s assets. It meets regularly to set the Group’s overall strategic direction, to review the financial and operational
performance and to provide oversight to ensure that the Group is effectively controlled and resourced. Additionally,
Directors, collectively and individually, are obliged to act in good faith and consider the best interests of the Company
and all its shareholders at all times.
The Board has adopted a schedule of matters specifically reserved for its approval, which include among others:
•
annual financial statements and quarterly financial results;
•
the Company’s strategic and operating plans;
•
annual budget;
•
new appointments to the Board;
•
dividend recommendation;
•
larger capital expenditure, restructuring, acquisitions and disposals of significant assets and investment proposals;
•
related party transactions; and
•
the overall system of internal control and risk management.
In summary, the Board’s activities during the financial year comprised the following:
•
reviewed and approved the Group’s budget for the financial year 2017/18 and business strategies/plans for financial
years 2018/19 to 2021/22.
•
reviewed and approved the quarterly results and the audited financial statements for the financial year ended
31 March 2017.
•
received the quarterly group performance report from the Group Managing Director on significant changes/
development in the business and the external environment, which affects the operations.
STAKEHOLDERS
board of directors of kumpulan fima berhad
audit committee
nomination &
remuneration committee
group managing
director
head of divisions
risk management committee