FGV Annual Report 2020

200 FGV HOLDINGS BERHAD Annual Integrated Report 2020 How We Are Governed: Leadership & Effectiveness BOARD ACTIVITIES 2020 What the Board did this year Board activities are structured to approve, oversee, and support executive management in the delivery of the Group’s strategy within a transparent governance framework. Key matters considered by the Board and highlighted to the Board in 2020 were as follows: • Revised PMS Framework – incorporated the P.R.I.D.E core values into the Leadership Competencies where demonstration of the required leadership competencies, behaviour and values account for 40% of the PMS Score (corporate culture). • Performance management effectiveness – introduction of feedback and coaching mechanism. • Cost savings initiatives - 20% reduction of Board fees and Senior Management’s car allowance from July-December 2020 and 6.67% reduction of Senior Management’s basic salary due to two-day unpaid leave per month from July to December 2020. • Remuneration and benefits of employees of FGV Group - employee cost rationalisation and medical benefits (shifting employee focus from medical treatment to preventive health and wellness). • Full Time Equivalent Study. • Implementation of Minimum Wages Order 2020. • Succession Planning of Senior Management. • Board Performance Evaluation/Board Effectiveness Assessment. • Annual assessment on the independence of the Independent Directors. • Revision of composition of the Board Committees. • Appointment of Government Appointed Directors and Non-Independent Non-Executive Director representative of Major Shareholder. • Redesignation of Dato’ Yusli Mohamed Yusoff as Deputy Chairman and his monthly allowance as the Deputy Chairman. • Appointment of Nominee Directors in FGV Group and Nominee Directors of Koperasi Permodalan Felda Malaysia Berhad in FGV Group. • Appointment of Senior Management. • Re-election of FGV Directors. • Annual fees for Board and Board Committees. • Performance bonus payout and merit payout to employees of FGV Group. • Salary increment for employees of FGV Group. • Salary adjustment of Senior Management. • Vesting of restricted shares under the LTIP to Senior Management. • Vesting of performance shares under the LTIP to employees of FGV Group. • Rationalisation and action plans for non-core and non-performing businesses. • Divestment, liquidation and striking- off of non-core and non-performing subsidiary and joint venture companies. • Joint Venture Agreement and Memorandum of Understanding. • Restructuring of FGV subsidiaries • Integrated Farming and consumer products businesses. • Evaluation of the expression of interest by Perspective Land (M) Sdn. Bhd. to become the single largest shareholder of FGV via an injection of plantation assets into FGV for share consideration. • Assessment and official statement by FGV on Federal Land Development Authority’s (FELDA) potential plan to terminate the Land Lease Agreement (LLA). • Unconditional Mandatory Take-Over Offer by FELDA through Maybank Investment Bank Berhad to acquire all the remaining ordinary shares in FGV (FGV Shares) (excluding treasury shares) which are not already held by FELDA and the persons acting in concert with it including all FGV Shares under FGV’s Long Term Incentive Plan (LTIP) for a cash consideration of RM1.30 per offer share. • COVID-19 Impact Analysis. • Strategic Blueprint for FGV. • FY2021 Budget and 3-year Strategic Plan (Business Plan) focusing on operational improvements and strengthening the governance and accountability in line with FGV’s status as a public listed company. • FY2020 Key Performance Indicators (KPI) for GCEO. • FY2020 KPI for Senior Management. • Revision of organisation structure. • Quarterly report on risks covering the Group’s top 10 risks, Risk Appetite Statement, key risks beyond the risk register, project, emerging and reputational risks. • Quarterly report on sustainability updates and key initiatives. • US Customs and Border Protection (US CBP) Withhold Release Order (WRO) against FGV, its subsidiaries and joint venture companies on palm oil and palm oil products. • Roundtable on Sustainable Palm Oil (RSPO) and Malaysian Sustainable Palm Oil Certificate (MSPO) certifications. • Reports on the traceability of fresh fruit bunches. Succession Planning, Appointments, Remuneration and Others Investments and Divestments Strategy, Risk and Sustainability