Corporate GovernanCe (cont’d)
1.8 Board Committees
The Board has established four (4) Board Committees, namely the Audit Committee, Nomination Committee, Remuneration Committee and Options Committee, the primary functions of which are to assist the Board in overseeing the affairs of the Group and these Committees have been entrusted with specific responsibilities and authority. The Board Committees are authorized to examine specific issues and report to the Board with their recommendations. The responsibility of making decisions on all matters ultimately lies with the Board as a whole.
The authority and the functions of these Board Committees are clearly defined in their respective Terms of Reference (“TOR”), which are available on the Company’s website at www.fima.com.my.
Statement on
Corporate GovernanCe (cont’d)
Details of composition of the Board Committees and a summary of the respective Committees’ TOR are as follows:
1.8.1 Audit Committee
The Board is also assisted by the Audit Committee whose members, terms of reference and activities for the year under review are presented in the Report of the Audit Committee in this Annual Report.
The Risk Management Committee (“RMC”) has been established as a sub-committee of the Audit Committee to support the Audit Committee in providing oversight, direction and counsel to the Group’s risk management process. The RMC is composed of senior management of the Group and is chaired by the Group Managing Director. The role of the RMC is documented in a defined terms of reference that has been approved by the Board. The RMC is not authorized to implement its recommendations on behalf of the Audit Committee but shall make the relevant recommendations to the Audit Committee for its consideration and implementation.
1.8.2 Nomination Committee
The Nomination Committee, which was established on 23 November 2001, has been entrusted with the following duties and/
or responsibilities:
• Review contribution of individual Directors and effectiveness of the Board as a whole with its mix of skills and experience and other qualities, including core competencies which each Director shall bring to the Board;
• Make recommendations to the Board on candidates for directorship on the Board of the Company and its Group subsidiaries;
• Recommend suitable orientation, educational and training programmes to continuously train and equip both existing and new Directors; and
• Examine the size of the Board to determine its effectiveness.
During the financial year, the Nomination Committee reviewed and made recommendations to the Board on the following matters:
• The current size and composition of the Board of Directors;
• The annual evaluation of the Board’s effectiveness and performance covering the assessment of the Board as a whole, each Board Committee and independence of the Independent Directors;
As at the date of this Annual Report, the Nomination Committee consists of the following Non-Executive Directors:
Chairman
• Dato’ Rosman bin Abdullah
Members
• Azizan bin Mohd Noor
• Rozana Zeti binti Basir
Statement on
Corporate GovernanCe (cont’d)
• Re-appointment of the Group Managing Director at the conclusion of a specified term of office pursuant to the provision of the Articles of Association and made the necessary recommendation to the Board;
• Re-election and re-appointment of Directors retiring by rotation and who had attained the age of 70 years, respectively, pursuant to the provision of the Articles of Association and Section 129 (6) of the Companies Act, 1965;
• The tenure of the Independent Directors who have been with the Company for more than nine (9) years, whereupon the Committee has put forward their recommendation to the Board to seek shareholders’ approval to retain the independent status of the Company’s Independent Directors; and
• The attendance records/time commitment and training of each Director during the year under review.
All members of the Committee have access to the advice and services of the Company Secretaries.
The Nomination Committee meets as and when necessary and can also make decisions by way of circular resolutions.
1.8.3 Remuneration Committee
The Company has adopted the objective as recommended by the Code to determine the remuneration for a Director so as to ensure that the Company attracts and retains the Directors needed to run the Group successfully. In this respect, a Remuneration Committee was established on 23 November 2001.
The Remuneration Committee shall have the authority to carry out the following:
• Make recommendations to the Board on the remuneration framework for the Group Managing Director and determining the remuneration arrangements for the Group Managing Director;
• Recommend to the Board changes in remuneration, if required or in the event the present structure and remuneration policy are deemed inappropriate; and
• Remuneration of the Non-Executive Directors shall be determined by the Board collectively, where individuals concerned shall abstain from discussion of their own remuneration.
The Remuneration Committee met three (3) times during the financial year.
As at the date of this Annual Report, the Remuneration Committee consists of the following Non-Executive Directors:
Chairman
• Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor
Members
• Azizan bin Mohd Noor
• Dato’ Rosman bin Abdullah
• Rozilawati binti Haji Basir
Statement on
Corporate GovernanCe (cont’d)
1.8.4 Options Committee
The Options Committee was established on 23 March 2011 with delegated authority to administer the Company Employees’ Share Scheme (“ESS”) and to decide on all relevant matters incidental thereto in accordance with the ESS Bye-Laws including, but not limited to, the power to determine the criteria for eligible employees, the entitlement for eligible employees and the granting of options to such eligible employees. The shareholders of the Company had at the Extraordinary General Meeting held on 21 September 2011 approved the establishment of the ESS.
The Options Committee is entrusted with the following responsibilities:
• To administer the ESS in accordance with the ESS Bye-Laws and in such manner as it shall in its discretion deem fit and within such powers and duties as are conferred upon it by the Board;
• To review and amend, at any time and from time to time, any provisions of the ESS Bye-Laws, provided that the amendments are not prejudicial to the eligible employees and with the prior approval of the shareholders of the Company. Such modifications/variations shall be subject to the approval of the Board and the relevant regulatory authorities; and
• Such other authorities as governed by the ESS Bye-Laws and/
or are conferred upon the Committee by the Board from time to time.
The Secretary to the Committee shall be the Company Secretaries.
The Options Committee met twice during the financial year ended 31 March 2015.
1.8.5 Management of Business Operations
Heads of Divisions has been established to assist in the running of the business of the Group.
● Heads of Divisions (“HOD”) Meeting
The HOD, under the chairmanship of the Group Managing Director, 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.
As at the date of this Annual Report, the Options Committee of the Board consists of the following Directors:
Chairman
• Dato’ Rosman bin Abdullah
Members
• Rozilawati binti Haji Basir
• Roslan bin Hamir