STEERING INTEGRITY AND ACCOUNTABILITY SEC 6 114 ROLES AND RESPONSIBILITIES • Leads the Board to consider, challenge, support and oversee the Company’s strategy and implementation • Ensures that the Board as a whole plays a full and constructive part in the development of strategy and that there is a sufficient time for discussion • Promotes and provides oversight on the achievement of the Company’s purpose, values and culture to enable transparency, debate and challenge • Ensures effective engagement between the Board, its shareholders and other key stakeholders, as well as understanding stakeholders’ views • Leads the review on Board’s effectiveness • Ensures periodic discussion by the Board without Management’s presence CHAIRMAN SENIOR INED • Provides a ‘sounding board’ for the Chairman and act as an intermediary for Non-Executive Directors when necessary • Available to the shareholders as required as an alternative contact to the Chairman • Acts as an independent point of contact in the Group’s whistleblowing procedures NON-EXECUTIVE DIRECTORS • Provide an external perspective and constructive challenge • Monitor the performance of the Group’s strategy within the Risk Management Framework • Review the integrity of financial reporting and ensure that the financial controls and risk management system are robust • Determine appropriate levels of remuneration for Senior Management GCEO • Adapts and executes the Group’s strategy and commercial objectives in response to changing market conditions and risks • Drives operational and financial performances of the Group • Keeps the Chairman and the Board abreast of important and strategic issues faced by the Group • Ensures the Company’s business is conducted with the highest governance standards, in keeping with the Company’s values • Establishes good communication with the Board, employees and other stakeholders • The GCEO’s profile is disclosed on page 98 of this Report GMC • Ensures proper implementation of the Group’s key strategies and action plans through periodical review of its implementation and provide direction on measures, initiatives and activities to achieve the Group’s targets. Challenges, reviews, provides guidance and direction on any annual business plans, annual budget and annual performance targets, to ensure that they are aligned to the Group’s Business Plan. Reviews all investment and divestments, including the funding requirements or purchase of land and buildings or cessation of business. • Plays an integral role in advancing sound risk management in FGV by ensuring the risk management framework is embedded and consistently applied in all operations throughout the Group. Responsible for identifying and challenging the key risks faced by the Group whether it be strategic risks, reputational risks or emerging risks and determine the required mitigation action plans. The GMC shall be updated on the progress of any investments and divestments across the Group. Ensures proper risk assessments are undertaken for investments proposals, project proposals and any transactions that may expose FGV financially or by reputation to ensure that business decision making considers risks and plans for management of the risks in alignment with the Group’s risk appetite. • Reviews and consults on all new enhancement to policies, authority limits, governance and integrity framework and matters relevant to FGV’s adequate procedures through the FGV Anti-Bribery Management System. Being updated on key audit findings from reports issued by the Group Internal Audit and periodic review on the progress implementation of the agreed action plans. • Reviews the monthly and cumulative results of the Group and the performance for each Division to assess the achievement of the annual budget and forecast of the Group, the achievement of the Group’s Business Plan, annual business plans and annual performance targets. Reviews performance result variances and achievement of results, to provide guidance and direction to ensure the Group’s Business Plan, annual business plans, annual budget and annual performance targets could be realised. • Provides feedback and comments on any proposals for agreements which require the Board’s approval as stated in the prevailing authority limits, including material and onerous agreements within the Group. Being promptly updated and provides its views on all material litigation matters. • Monitors the coherence of implementation of human capital policies, strategies and infinitives as approved by the Board. • Responsibles for the governance of sustainability in the Group, including setting the Group’s sustainability strategies, priorities and targets. Drives the Group’s strategic management of material sustainability matters, including the sustainability strategies, priorities and targets. COMPANY SECRETARY • Qualified Company Secretary who plays an advisory role to the Board • Monitors developments in corporate governance • Assists the Board in applying best practices to meet the Board’s needs and stakeholders’ expectations • The Company Secretary’s profile is disclosed on page 106 of this Report PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
RkJQdWJsaXNoZXIy NDgzMzc=