KUMPULAN FIMA ANNUAL REPORT 2017

Kumpulan Fima Berhad

(11817-V)

The Directors, whether as a group or individually, are entitled to take independent professional advice at the expense of

the Company in furtherance of their duties and in the event that circumstances warrant the same. Similar access is also

extended to all Board Committees on the same basis.

The Directors have full and unrestricted access to Management and, in addition to the presentations made by

Management to Board and/or Board Committee meetings, to any information relating to the Group’s business and affairs

in the discharge of their duties. The Directors may request to be furnished with additional information or clarification,

particularly in respect of any technical issues tabled to the Board. This helps to foster an open and regular exchange of

knowledge and experience.

The Directors also visit locations of operating units and estates to enable them to gain more insight into the business and

operations aspects of the Group. The ‘hands-on’ approach is useful in assisting Directors to have a better understanding

of the workings of the Group’s business operations, so that they are able to bring insight on matters affecting the

business units during Board deliberations and the eventual decision making.

1.7 Board Charter

In discharging its duties and roles effectively, the Board is guided by its Board Charter, which sets out the principles and

guidelines that are to be applied by the Board and the Board Committees. The Board Charter was developed based

on the principles and recommendations as set out in the MCCG 2012. It also outlines the Board’s rights to establish

committees to assist in the discharge of its duties and its meetings’ requirements. During FYE2017, the Board had

reviewed and revised its existing Board Charter to reflect the relevant changes to policies, procedures and processes as

well as amendments to the current legislations.

The Board Charter is accessible to the public for reference on the Company’s website at

1.8 Whistle-Blowing Policy

The Group is committed to achieving the highest standards of integrity from all its employees and vendors. The Group

takes a serious view of any wrongdoing on the part of its employees, management, directors, vendors or any other

stakeholders who are involved with or in the Group.

The Group’s whistle-blowing policy aims to encourage employees or other stakeholders to raise genuine concerns about

possible improprieties in matters relating to financial reporting, compliance and other malpractices or misconduct, in an

appropriate manner and without fear of reprisals or retaliation. All whistle-blowing reports are addressed to the Group

MD or Senior Independent Director of the Company. The Group’s Whistle Blowing Policy is available in the Company’s

website at

for easy access by all employees and members of the public.

1.9 Board Committees

The Board has delegated certain responsibilities to the Board Committees which operate within defined terms of

reference approved by the Board to assist the Board in discharging its fiduciary duties and responsibilities. The Board

Committees include the Audit Committee, Nomination Committee, Remuneration Committee and Options Committee.

The Options Committee was dissolved following the expiry of the Group’s Employees’ Share Scheme on 17 November

2016. On 1 April 2017, the Nomination and Remuneration Committees were merged to become a single Nomination and

Remuneration Committee.

statement on

corporate governance