FGV Annual Report 2020

199 Who We Are How We Operate How We Are Governed Additional Information Sustainability Matters Statement & Discussion By Our Leaders The composition of the Board Committees and the record of their attendance can be found on page 165 of this report. Their Terms of Reference can be found on our website, www.fgvholdings.com. The composition of the GMC and full details of the GMC’s duties and responsibilities are stated on pages 176 - 191 of this report. RESPONSIBILITIES, OVERSIGHT AND INDEPENDENCE Board Committees While the Board maintains a schedule of key matters that are reserved for their decision, the Board discharges some of their responsibilities through delegation to Board Committees. All Board Committees operate within clearly defined Terms of Reference, primarily to assist the Board in discharging its responsibilities whilst the ultimate responsibility for the final decision lies with the full Board. The Board Committees bring an increased focus on key areas and probe them more deeply, thereby gaining a greater understanding of the details. The Board currently has five (5) main Board Committees as follows : 1. Nomination and Remuneration Committee; 2. Audit Committee; 3. Board Governance & Risk Management Committee; 4. Investment Committee; and 5. Board Tender Committee. The Nomination and Remuneration Committee Report, Audit Committee Report and Board Governance & Risk Management Committee Report can be found at pages 204 to 218 of this report. The Investment Committee is tasked with ensuring investments undertaken are aligned to the Group’s objectives, vision and overall risk appetite while the Board Tender Committee is tasked with reviewing, monitoring and recommending to the Board significant matters related to procurements of the Group in line with FGV’s prevailing Group’s Limit of Authorities. All deliberations and decisions taken by the Board Committees are documented and recommended by the respective Board Committees prior to submission as Board papers for deliberation at Board meetings. The Chairs of the Board Committees provide reports on the activities of their Committees at the next Board meeting, and recommendations from the Committees are presented to the Board where appropriate. GCEO The Board reviews the Board Committees’ authorities and Terms of Reference from time to time to ensure their relevance. The Terms of Reference of the Board Committees (Audit Committee, Nomination and Remuneration Committee, Board Governance & Risk Management Committee, Board Tender Committee and Investment Committee) are available on our website, www.fgvholdings.com . The Board Committees’ composition and the record of their attendance can be found on page 165 of this report. The Board delegates the execution of strategy, operations and the day-to-day management of the Group to the GCEO. The GCEO reports directly to the Board. The GCEO is responsible for implementing the programmes to achieve the Company’s and the Group’s goals and vision for the future, in accordance with the strategies, risk appetite, policies, programmes and performance requirements approved by the Board. The GCEO’s primary objective is to seek and achieve the ongoing success of the Group through being responsible for all aspects of the management and development of the Group. The GCEO is of critical importance to the Group in guiding the Group to develop new and imaginative ways of winning and conducting a well governed business and must possess industry knowledge and credibility to fulfil the requirements of the role. There is a clear division of responsibilities between the Chairman of the Board and the GCEO. The full details of the Chairman’s and the GCEO’s responsibilities are stated in the Board Charter available on our website, www.fgvholdings.com . Group Management Committee In addition to the principal Board Committees, the Board has also delegated some responsibilities to the Group Management Committee (GMC). These include administrative matters and the approval of items where the Board has already approved the overarching principle.