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Kumpulan Fima Berhad

(11817-V)

74

Group MD

The Group MD is Dato’ Roslan bin Hamir. He leads the Management, and is 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, and to shareholders, employees and other stakeholders on behalf of the Group. The

duties and responsibilities of the Group MD is also clearly stated in the Company’s Board Charter.

1.2.2 Senior Independent Director

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.

1.3 Independence of Directors

The Board recognises that Independent Directors have an important role in assuring the shareholders that the Board is

able to act in the best interests of the Company and independently of Management. 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 accountability.

For the financial year under review, all the Independent Non-Executive Directors have provided annual written declaration

to the Nomination and Remuneration 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 and Remuneration

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, three (3) Independent Directors of the Company, namely Tan Sri Dato’ Ir. Muhammad

Radzi bin Haji Mansor (“Tan Sri Radzi”), Encik Azizan bin Mohd Noor (“Encik Azizan”) and Dato’ Rosman bin Abdullah

(“Dato’ Rosman”) have served on the Board for a cumulative term of nine (9) years. Encik Azizan and Dato’ Rosman, who

have served on the Board for 14 years and 13 years, respectively, were approved by the shareholders of the Company

during the 44

th

Annual General Meeting held on 24 August 2016 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 and Remuneration

Committee and the Board have assessed, reviewed and concurred that the three (3) Independent Non-Executive

Directors of the Company have demonstrated the essential independence of mind and objectivity of judgment to act in

the best interests of the Company in the discharge of their Directors’ duties and that they are each free from any business

or other relationships which could materially impair the exercise of their independent judgement. As such, the Company

would be seeking the shareholders’ approval at the coming Annual General Meeting (“AGM”) for them to continue in

office as Independent Directors. The Board also believes that there are notable benefits to be acquired from long serving

Directors who possess insightful knowledge of the Company’s businesses and proceedings.

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 interests in those dealings to the Board and takes no part in decisions or discussions relating to them.

statement on

corporate governance