FGV HOLDINGS BERHAD | ANNUAL INTEGRATED REPORT 2023 115 PRINCIPAL BOARD ACTIVITIES WHAT THE BOARD DID IN FY 2023 Board activities are structured to endorse, supervise, and assist executive management in executing the Group’s strategy within the FGV Group Governance and Integrity Framework. The key matters deliberated and approved by the Board in 2023 encompassed: • Year 2023 FGV Corporate Scorecard and (KPIs) for GCEO • Appointment of New Non-Executive Directors • Changed of Nominees in FGV Group • Performance Measurement Score and Performance Bonus Payout to Employees of FGV Group • Board Effectiveness Assessment (BEA) and Board Improvement Plan • Revision of the Board Committees’ Composition • Re-election of FGV Directors • Reviewed of the Employees’ Remuneration of FGV Group • Total compensation Review Implementation • Appointment of Proxy for MSM Malaysia Holdings Berhad (MSM)’s AGM • Appointment of provider for 2024 Flexible Medical and Wellness programme (Inclusive of Group Hospitalisation & Surgical and Group Term Life Coverage) for FGV Group • Salary Migration Plan SUCCESSION PLANNING, APPOINTMENTS, REMUNERATION AND OTHERS • Project Fasih - A Corporate Exercise to meet the Public Shareholdings Spread (PSS) Requirement • Saji & ADELA’s brand and market assessment for Cooking Oil & NonCooking Oil Consumer Products Space in Malaysia • Progress on the implementation of remediation plan of the Withhold Release Order (WRO) by the United States (US) Customs and Border Protection (CBP) • Business Plan 2024-2026 (BP26) • FGV Johor Bulkers (FJB Group) Enhanced Business Plan to Reach RM1.0 billion Revenue (1B Business Plan) by 2029 • Improving Workers’ Accommodations and Living Conditions through Phased Replacement and Infrastructure Upgrades of FGV’s Upstream Division, Plantation Sector • Sustainability Statement for 2022 FGV’s Annual Integrated Report • Enhancement of Risk Appetite Statement • Way Forward for Investment in FGV Agro Fresh Technology Group • Budget for Improving workers’ accommodations and living conditions of FGV’s Upstream Division • Way Forward for FGV Group’s investment in India • Organisational Structure of the Plantation Sector • Revision of the FGV Group Internal Audit Charter STRATEGY, RISK AND SUSTAINABILITY • Divestment of FGV’s Investment in FISB Group • Divestment of FGV’s Investment in Indonesia’s entities INVESTMENTS AND DIVESTMENTS • CG Report 2023 • Reviewed ToR for Board Committee • Proposed new structure, Terms of Reference and Job Descriptions of Group Risk Management Division and Group Governance Management Division • Establishment of Corporate Branding and Communications Policy, Flexible Working Arrangement Policy & Group Grievance Management Policy • Revision of the Code of Ethics & Conduct for Directors (COEC) and Code of Business Practice for Directors (COBP) • 15th Annual General Meeting (AGM) • Production of FGV’s Annual Integrated Report (AIR) for 2022 • Flexible Working Arrangement Policy • Revision of the Human Capital Policies • TCGF for FGV Group GOVERNANCE • FGV’s Statutory Financial Statement for the Financial Year Ended 31 December 2022 • Quarterly Report on Consolidated Results for 2023 • Final Dividend for the Financial Year Ended 31 December 2022 • Renewal of Shareholders’ Mandate and New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature • Fee for Statutory Audit and Quarterly Review for FGV and Its Group of Companies for Financial Year 2023 • Budget 2024 for FGV Group • Re-appointment of External Auditors for the Financial Year Ended 31 December 2023 • Establishment of Rated Sukuk Programme • Non-Contemporaneous Transaction Price of FGV Group’s Recurrent Related Party Transactions of more than RM50 million FINANCIAL PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
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