FGV Annual Report 2020

198 FGV HOLDINGS BERHAD Annual Integrated Report 2020 How We Are Governed: Leadership & Effectiveness RESPONSIBILITIES, OVERSIGHT AND INDEPENDENCE Board Charter The Board Charter sets out the role, composition and responsibilities of the Board of Directors of FGV. This also includes key values, principles and ethos of the company. The Board Charter aims to guide FGV’s Board in its stewardship role of the Group based on the Listing Requirements of Bursa Securities and the Companies Act 2016. In addition, it recognises and aims to adopt better practices and guidance from MCCG 2017, Bursa Securities’ Corporate Governance Guide 2017, and other rules and regulations from time to time for best practices. The Board Charter was last reviewed on 17 November 2020 to incorporate the requirements of the new guidelines issued by Securities Commission (SC) on conduct of Directors of listed issuers and their subsidiaries. The Board Charter is available on our website, www.fgvholdings.com. Board Roles and Responsibilities The Board is responsible for the overall conduct of the Group’s business and has the powers and duties set out in the Board Charter. Broadly, the Board: 1. Reviews and adopts a sustainable Strategic Plan for the Group’s business. 2. Oversees the conduct of the Group’s business. 3. Identifies principal risks and ensures the implementation of appropriate internal controls and mitigation measures. 4. Reviews succession planning, appointments of BoardMembers, Board Committee Members and Key Senior Management. 5. Oversees the development and implementation of Investor Relations programmes and Shareholders Communication Policy. 6. Reviews the adequacy and the integrity of the management information and internal controls systems of the Group, including systems for compliance with applicable laws, regulations, rules, directives, guidelines, governance and integrity framework. The full details of the Board’s roles and responsibilities are stated in the Board Charter available on our website, www.fgvholdings.com . Formalised Ethical Standards In discharging its responsibilities, the Board observes the principles of ethical conduct as contained in the FGV Code of Ethics and Conduct (CoEC) and FGV Code of Business Practice (CoBP) for Directors. The Directors’ CoEC and CoBP outlines the ethical standards of behaviour and conduct expected from all Directors of FGV Group. All Directors have given their commitment to comply with the Directors’ CoEC and CoBP through a signed declaration. The Directors’ CoEC and CoBP are made available to the Directors and are also published on our website. FGV also has in place a Code of Business Conduct and Ethics for employees. Matters formally reserved for the Board The Board has collective responsibilities for promoting the long-term sustainability and success of the Group by providing entrepreneurial leadership within a framework of prudent and effective controls. In doing so, the Board commits to high standards of integrity and ethics. Specific matters reserved for the Board’s consideration and decision include: 1. Matters on the appointments of the Board, Board Committees, the GCEO and Key Senior Management. 2. Matters on the remunerations of the Board, Board Committees, the GCEO and Key Senior Management. 3. Matters on the strategic plans, investments, divestments, delegation of authorities and any major changes in the strategic directions of the Group. 4. Matters on the annual budgets, Financial Statements, Quarterly Results, dividends, matters related to managing risks and controls and financial decisions. Authority Limits The Board’s delegation of powers to the Board Committees and the GCEO is aligned with the Board Charter, which sets out the approved Group’s Limit of Authorities (LOA). The limits establish a sound framework of authority and accountability within the Group, including segregation of duties, which facilitates timely, effective and quality decision making at the appropriate levels in the Group’s hierarchy.