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Kumpulan Fima Berhad



reviewed the Terms of Reference of the Nomination and Remuneration Committee and expanded their functions

to include (i) reviewing and recommending the appropriate remuneration policies applicable to directors of

subsidiaries and senior management, and (ii) the recruitment, appointment and evaluation of the performance of

directors of subsidiaries and senior management.

reviewed the Board Charter and approved the necessary amendments to ensure that the Charter remain consistent

with the Board’s objective, current law and practices.

participated in the annual Board/Board Committees performance evaluation and receiving a report on the


reviewed the current compositions of the Board and Independent Directors and the time commitment given by the

Directors in fulfilling their responsibilities as Directors and members of the Board Committees.

reviewed the tenure of the Independent Director’s time in office.

reviewed the Audit Planning Memorandum for the year ending 31 March 2017.

reviewed and approved the statements for insertion in the Company’s Annual Report for the financial year ended

31 March 2016.

reviewed the draft Circular to Shareholders in relation to the proposed renewal of shareholders’ mandate for

recurrent related party transactions of revenue or trading nature and the proposed share buy-back.

recommended the final dividend for financial year ended 31 March 2016.

noted the minutes of Board Committees and Head of Divisions meetings on a quarterly basis.

noted the reports on dealings by Directors and Principal Officers in the Company’s securities.

The Board also has established a framework on authorization and approval limits for capital and operating expenditure,

and specified transactions including acquisitions and disposals of investments, procurement of goods and services, bank

facilities and cheque signatories. Within this framework, the Board has set relevant authority and approval sub-limits for

delegation to various Management levels to optimize operational efficiency.

The Board has delegated certain responsibilities to the Board Committees, namely, Audit Committee and Nomination and

Remuneration Committee which operate within defined terms of reference approved by the Board to assist the Board

in discharging its fiduciary duties and responsibilities. Although the Board has granted such discretionary authority to

these Board Committees to deliberate and decide on certain key and operational matters, the ultimate responsibility and

the final decision on specific matters lies with the Board. The Audit Committee and the Nomination and Remuneration

Committee are chaired by Independent Directors. The Options Committee which was established on 23 March 2011 with

delegated authority to administer the Company’s Employees’ Share Scheme was dissolved effective 27 February 2017

following the expiry of the Group’s Employee Share Scheme on 17 November 2016.

As foreshadowed above, the Board had during the year, reviewed and approved the expansion of the Nomination

and Remuneration Committees’ functions respectively to also include advising the Board on all matters pertaining to

remuneration, recruitment and performance evaluation of subsidiary directors and senior management. The revised

functions are put in place to align the Group with better governance practices as well as ensuring long term sustainability

of key managerial persons within the Group and create competitive advantage. Subsequently, on 30 March 2017, the

Board resolved to combine the Nomination Committee and Remuneration Committee into a single Nomination and

Remuneration Committee with effect from 1 April 2017.

The composition of the Board Committees and their specific responsibilities are set out in the later sections of this

Annual Report.

The roles and responsibilities of the Board are formalised in a Board Charter which is available in the Investor Relations

section of the Company’s website at


The Board is also guided by company laws and the Code of Ethics for Company Directors issued by the Companies

Commission of Malaysia in discharging its responsibilities. The foregoing provides guidance for proper standards

of conduct, sound and prudent business practices as well as standards of ethical behaviour for Directors, based on

principles of integrity, responsibility, sincerity and corporate social responsibility.

statement on

corporate governance