FGV Annual Report 2020

216 FGV HOLDINGS BERHAD Annual Integrated Report 2020 The purpose of the Board Governance & Risk Management Committee is to assist the Board in fulfilling its statutory and fiduciary responsibilities in formulating, overseeing as well as inculcating good governance, sound risk management and sustainability practices and culture in the FGV Group. The Board Governance & Risk Management Committee comprises exclusively of Non-Executive Directors and majority are Independent Directors. The Chairman of the Board Governance & Risk Management Committee is an Independent Non-Executive Director. The Board Governance & Risk Management Committee’s responsibilities are as follows: • In relation to governance, ethics and integrity: – To direct and oversee the formulation of the Group’s governance framework with a view to inculcate an ethical and governance climate consistent with the Board’s risk appetite, guided by the recommendations of MCCG 2017. – To direct and oversee the formulation of the Group’s programmes and policies to support the implementation of the Group’s governance framework and endorse the blueprints and policies for the Board’s approval. – To review reports on the status and availability of related procedures by the Group’s operations and subsidiaries to implement the Group’s policies. – To monitor the status and progress of formulation and implementation of the related governance framework, blueprints and policies; and accordingly report to the Board the status and to recommend to the Board the approval of and/or amendments to the Group’s governance framework, blueprints and policies. • In relation to risk management: – To direct and oversee the formulation of the Group’s overall risk management framework and strategies, including policies, procedures, systems, capability and parameters to identify, assess and manage risks to ensure their relevance and appropriateness to the Group’s position and business. – To advise and report to the Board, the overall risk appetite, tolerance and strategy on managing business risks. – To report to the Board, key business risks and seek its approval on the management of key business risks that are aligned to the Group’s risk appetite. – To monitor the effectiveness and progress of management of key business risks and accordingly report to the Board the status of the key business risks. – To recommend to the Board, the approval of and/or amendments to the Group risk management framework and strategies, including policies, procedures, systems, capability and parameters, as relevant. • In relation to sustainability: – To direct and oversee the formulation of the Group’s overall sustainability strategies and initiatives, including principles and policies which are aligned with related regulations and standards. – To monitor the implementation of the Group’s approved overall sustainability strategies and initiatives, including principles and policies. – To review Sustainability Report or Sustainability Statement or information having major financial and/or reputational impact to the Group, to be publicly issued by the Group or to be included in the Company’s Annual Integrated Report. – To address ongoing sustainability legacy issues such as the RSPO and US Customs and Border Protection that has an impact on the business operations and performance of the company. The composition of the Board Governance & Risk Management Committee for FY2020, including the name, designation (indicating the Chairman and members as well as indicating whether the Directors are independent or otherwise) together with the number of Board Governance & Risk Management Committee meetings held during FY2020 and details of attendance of each Board Governance & Risk Management Committee member can be found on page 165 of this report. Further details of the Board Governance & Risk Management Committee’s Terms of Reference are published on our website at www.fgvholdings.com. This Report should be read in conjunction with our Corporate Governance Report, also available on our website. BOARD GOVERNANCE & RISK MANAGEMENT COMMITTEE REPORT Governance at FGV: Accountability Cha i rman MEMB E R S Dato’ Yusli Mohamed Yusoff Dr. Nesadurai Kalanithi Dr. Zunika Mohamed