STEERING INTEGRITY AND ACCOUNTABILITY SEC 6 110 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS SUSTAINABILITY GOVERNANCE Sustainability stands as the foremost priority for FGV, with a firm commitment from the Board of Directors, the stewards of the Group. The Board provides decisive guidance and leadership on sustainability matters, emphasising its integral role in the Business Plan and reflecting a corporate culture deeply rooted in the pursuit of comprehensive value creation for all stakeholders. FGV actively strives to balance socioeconomic and environmental considerations, embodying a holistic approach to sustainability. The creation of the Board Sustainability Committee (BSC) highlights FGV’s dedication to steering ESG factors in its operations and decision making. As an important Board committee, the BSC is responsible for overseeing the development of the Group Sustainability Plan (GSP) and sustainability strategies and ensuring their effective implementation. The BSC committee monitors progress, providing valuable insights and guidance to support the achievement of the Group’s objectives. Furthermore, the BSC conducts thorough reviews of the Sustainability Report and other pertinent information that could impact the Group’s financial standing or reputation. Supporting the BSC is the Sustainability Steering Committee (SSC), tasked with integrating sustainability principles and practices across FGV, this committee is responsible for the effective implementation of the Company’s sustainability initiatives. The GCEO assumes the role of chair for the SSC, further emphasising FGV’s commitment to sustainable business practices. BOARD OVERSIGHT The current composition of the Board includes four Non-Independent Non-Executive Directors (NINED) and four Independent Non-Executive Directors (INED). To enhance governance, specific responsibilities are delegated to various committees such as the AC, NRC, BGRMC, BSC, and IC. Each committee operates based on its dedicated Terms of Reference (ToR), and their effectiveness undergoes an annual assessment as part of the evaluation process. Operational matters are further delegated to the GCEO. Reserved Matters are outlined in the Board Charter. The roles of the Chairman, GCEO, and Senior INED are distinct, well-defined, and articulated in the Board Charter. Periodic reviews were conducted by the Board to ensure that these roles remain relevant and effective. AUTHORITY LIMITS The Board has delineated its delegation of powers to the Board Committees and the GCEO in accordance with the approved Group’s Limits of Authority (LOA), aligning with the principles outlined in the Board Charter. These limits form a robust framework of authority and accountability within the Group. They are designed to ensure a clear segregation of duties, fostering timely, effective, and high-quality decision-making at the respective levels within the Group’s hierarchy. ACCESS TO INFORMATION AND ADVICE The Board has unrestricted access to individuals within the Group for the purpose of conducting investigations and obtaining information related to the Group, including access to the Company’s auditors and consultants. Additionally, the Board has the authority to seek relevant internal and external independent professional advice, with the expenses covered by the Company. In a commitment to environmental sustainability, the Board endeavours to foster a paperless environment for all Board and Board Committees meetings. Digital access is provided for meeting papers to reduce the need for hard copy distribution. To facilitate effective discussions and decision-making during meetings, agendas and meeting papers are distributed well in advance to Board and Board Committee members. This allows them sufficient time to review matters scheduled for deliberation. Following the conclusion of Board and Board Committee meetings, comprehensive minutes are prepared. These minutes document discussions, deliberations, dissenting views, and decisions in a clear, accurate, and complete manner. This includes capturing instances where Directors give dissenting views, or abstained from voting or deliberation. More information on the Board’s ToR and the Board Charter can be found on our website, www.fgvholdings.com.
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