FGV Annual Report 2020

260 FGV HOLDINGS BERHAD Annual Integrated Report 2020 PRACTICE DETAILS APPLIED / DEPARTURE / ADOPTED / NOT ADOPTED PAGE* PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS 4.6 In identifying candidates for appointment of directors, the board does not solely rely on recommendations from existing board members, management or major shareholders. The board utilises independent sources to identify suitably qualified candidates. APPLIED Please refer to Corporate Governance Report 4.7 The Nominating Committee is chaired by an Independent Director or the Senior Independent Director APPLIED 12, 167, 204 5.1 The board should undertake a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The board should disclose how the assessment was carried out and its outcome. For Large Companies, the board engages independent experts periodically to facilitate objective and candid board evaluations. APPLIED 201, 205 and Corporate Governance Report 6.1 The board has in place policies and procedures to determine the remuneration of directors and senior management, which takes into account the demands, complexities and performance of the company as well as skills and experience required. The policies and procedures are periodically reviewed and made available on the company’s website. APPLIED 200, 205, 219-222 6.2 The board has a Remuneration Committee to implement its policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of board and senior management. The Committee has written Terms of Reference which deals with its authority and duties and these Terms are disclosed on the company’s website. APPLIED 204-206 204 7.1 There is detailed disclosure on named basis for the remuneration of individual directors. The remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind and other emoluments. APPLIED 220-221 7.2 The board discloses on a named basis the top five senior management’s remuneration component including salary, bonus, benefits in-kind and other emoluments in bands of RM50,000. APPLIED 222 7.3 (Step-Up) Companies are encouraged to fully disclose the detailed remuneration of each member of senior management on a named basis. NOT ADOPTED - PRINCIPLE B : EFFECTIVE AUDIT AND RISK MANAGEMENT 8.1 The Chairman of the Audit Committee is not the Chairman of the board. APPLIED 165-166, 169, 207 8.2 The Audit Committee has a policy that requires a former key audit partner to observe a cooling-off period of at least two years before being appointed as a member of the Audit Committee. APPLIED 211-212 and Audit Committee Terms of Reference 8.3 The Audit Committee has policies and procedures to assess the suitability, objectivity and independence of the external auditor. APPLIED 211-212 8.4 (Step-Up) The Audit Committee should comprise solely of Independent Directors. NOT ADOPTED - 8.5 Collectively, the Audit Committee should possess a wide range of necessary skills to discharge its duties. All members should be financially literate and are able to understand matters under the purview of the Audit Committee including the financial reporting process. All members of the Audit Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules. APPLIED 169, 171, 173, 207 Application of the Principles and Practices of the Malaysian Code on Corporate Governance 2017 (Mccg 2017)