FGV Annual Report 2020

259 Who We Are How We Operate How We Are Governed Additional Information Sustainability Matters Statement & Discussion By Our Leaders PRACTICE DETAILS APPLIED / DEPARTURE / ADOPTED / NOT ADOPTED PAGE* PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS 1.1 The board should set the company’s strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. The board should set the company’s values and standards, and ensure that its obligations to its shareholders and other stakeholders are understood and met. APPLIED 26-75, 194-195, 200 1.2 A Chairman of the board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed. APPLIED 12, 28-33, 164, 166 1.3 The positions of Chairman and CEO are held by different individuals. APPLIED 12, 166, 176, 199 and Corporate Governance Report 1.4 The board is supported by a suitably qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices. APPLIED 12, 191 1.5 Directors receive meeting materials, which are complete and accurate within a reasonable period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a timely manner. APPLIED Please refer to Corporate Governance Report 2.1 The board has a board charter which is periodically reviewed and published on the company’s website. The board charter clearly identifies– • the respective roles and responsibilities of the board, board committees, individual directors and management; and • issues and decisions reserved for the board. APPLIED 196-199, 201 3.1 The board establishes a Code of Conduct and Ethics for the company, and together with management implements its policies and procedures, which include managing conflicts of interest, preventing the abuse of power, corruption, insider trading and money laundering. APPLIED 196-198, 236-237 3.2 The board establishes, reviews and together with management implements policies and procedures on whistleblowing. APPLIED 36, 115, 127, 201,215, 217-218, 233-237 4.1 At least half of the board comprises independent directors. For Large Companies, the board comprises a majority independent directors. APPLIED 12, 164, 166-174 4.2 The tenure of an independent director does not exceed a cumulative term limit of nine years. Upon completion of the nine years, an independent director may continue to serve on the board as a non-independent director. If the board intends to retain an independent director beyond nine years, it should justify and seek annual shareholders’ approval. If the board continues to retain the independent director after the twelfth year, the board should seek annual shareholders’ approval through a two-tier voting process. NOT APPLICABLE - STEP UP 4.3 ADOPTED - 4.3 (Step-Up) The board has a policy which limits the tenure of its independent directors to nine years. ADOPTED Please refer to Corporate Governance Report 4.4 Appointment of board and senior management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. APPLIED 164-165, 204, 219-222 4.5 The board discloses in its annual report the company’s policies on gender diversity, its targets and measures to meet those targets. For Large Companies, the board must have at least 30% women directors. APPLIED 12, 164-174 FGV’s application of the principles and practices of the MCCG 2017 in respect of FY2020 are explained in the Corporate Governance Report available on our website, www.fgvholdings.com and also in the Annual Integrated Report 2020 set out in the following pages: Application of the Principles and Practices of the Malaysian Code on Corporate Governance 2017 (Mccg 2017) * To also refer to our Corporate Governance Report, which is available on our website, www.fgvholdings.com