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Annual Report 2017

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1.9.7 Sustainability Committee

During the year, the Group established an internal Group Sustainability Committee made up of representatives from

the Boards of the Company and its listed subsidiary Fima Corporation Berhad and members of senior management

to oversee how the Group’s sustainability programs support business goals and aspirations, and to monitor the

progress thereof.

1.10 Re-appointment and Re-election of Directors

The Constitution of the Company provides that all Directors are subject to retirement and re-election by shareholders

at their first opportunity after their appointment, and are subject to re-election at least once every three (3) years.

The performance of those Directors who are subject to re-election at the Annual General Meeting (“AGM”) of the

Company will be assessed by the Nomination and Remuneration Committee whereupon recommendation will

be submitted to the Board for decision to table the resolution on the re-election of the Director concerned for

shareholders’ approval at the AGM.

Under the new Companies Act, 2016 which repealed Section 129(6) of the Companies Act, 1965 (“CA 1965”), there

is no age limit for directors. At the 44

th

AGM held on 24 August 2016, Tan Sri Dato’ Ir. Muhammad Radzi bin Haji

Mansor and Encik Azizan bin Mohd Noor, both of whom are above the age of 70, were re-appointed pursuant to

Section 129(6) of the CA 1965 to hold office until the conclusion of the next AGM. Their term of office, therefore

will end at the conclusion of this AGM. In view of the above, their re-appointment will be sought at this forthcoming

AGM for them to continue as Directors from the date of the AGM and they shall be thereafter subject to retirement

by rotation.

The profiles of the Directors who are due for re-election in accordance with Section 114 of the Company’s

Constitution are set out in the Profile of Directors section of this Annual Report.

2.

DIRECTORS’ REMUNERATION

All Non-Executive Directors are paid Directors’ fees as approved by the shareholders at the AGM based on the recommendation

of the Board. The determination of the level of fees for the Non-Executive Directors is a matter decided by the Board as a whole

to ensure that it is sufficient to attract and retain the services of the Non-Executive Directors which are vital to the Company.

The Board has established guidelines for the Nomination and Remuneration Committee and the Board in determining the level

of remuneration for Directors of the Company. The guidelines have been defined in the Terms of Reference of the Nomination

and Remuneration Committee which is available on the Company’s website at

www.fima.com.my

.

The meeting attendance allowances are paid to Non-Executive Directors in accordance with the number of meetings attended

during the financial year. Individual Directors will abstain from participating in the discussion and decision of their own

remuneration.

For the Group MD, the Board will determine his annual performance salary and bonus based on recommendation made by the

Nomination and Remuneration Committee that reflect his respective contributions throughout the year as well as corporate

performance and achievement of key performance indicators, taking into consideration the market and industry practice. The

Nomination and Remuneration Committee will also review the Group MD’s remuneration package every 3 years prior to his

re-appointment as the Group MD in accordance with the provision of the Company’s Constitution. During this process, the

Nomination and Remuneration Committee will assess the contributions and performance of the Group MD based on the key

performance indicators allocated to him in addition to considering other relevant factors such as inflationary rate and current

market trends. The Group MD recuses himself from deliberation and voting on his annual performance salary and bonus and

remuneration package at Board meeting.

statement on

corporate governance