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Kumpulan Fima Berhad



The Secretary to the Committee shall be the Company Secretaries. The Committee met twice during the financial

year. The Options Committee was dissolved during the financial year following the expiry of the Group’s Employees

Share Scheme on 17 November 2016.

1.9.5 Nomination and Remuneration Committee

The Nomination and Remuneration Committee (“NRC”) was recently formed on 1 April 2017 and the members of the

Committee as at the date of this Annual Report are:

Dato’ Rosman bin Abdullah

(Chairman, Independent Non-Executive Director)

Azizan bin Mohd Noor

(Member, Senior Independent Non-Executive Director)

Rozilawati binti Haji Basir

(Member, Non-Independent Non-Executive Director)

The NRC’s primary responsibility is to structure and review and to make recommendations to the Board on all

matters pertaining to remuneration, recruitment and performance evaluation of the Group MD, subsidiary company

directors and senior management.

The NRC’s Terms of Reference is available in the Company’s website.

1.9.6 Management Committees

Various management committees comprising of senior management/heads of operating units have been

established to oversee the areas of business operations assigned to them under their respective mandates. The

committees are:

Heads of Divisions (“HOD”)

The HOD, under the chairmanship of the Group MD, deliberates on the performance and conduct of the

Group’s operating units including the status of internal audit findings, implementation of Group policies and

examining all strategic matters affecting the Group. The HOD met 11 times during the financial year and all

minutes of meetings were tabled to the Board for noting.

Disclosure Committee

The Company’s Disclosure Committee is responsible for ensuring the Group’s compliance with its continuous

disclosure obligations and for overseeing the Company’s disclosure practices under the Company’s

Corporate Disclosure Policy. The Disclosure Committee comprises various members of senior management.

Ad-hoc Committees and Teams

At divisional and operating levels, there are project committees and teams put in place and which are set up

by the respective management. In the discharge of their specific roles and responsibilities, these committees

and teams comply with the best practices in good governance, subject always to the counsel of the Board

and compliance with any policy and delegated authority limits set by the Board. Progress reports on the

respective projects are submitted to the Board of the subsidiary and KFima, as may be necessary in the


statement on

corporate governance