STEERING INTEGRITY AND ACCOUNTABILITY SEC 6 116 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS BOARD PERFORMANCE In compliance with Paragraph 15.08A(3)(c) of the Bursa Securities Listing Requirements, Practice 6.1 of the MCCG 2021, and the Board Nomination and Election Policy and Procedures (BNE Policy), the Board Effectiveness Evaluation (BEE) serves as a pivotal tool to gauge the overall effectiveness of the Board, its Committees, and individual Directors. This evaluation encompasses various dimensions, including assessing Director’s tenure, independence of Independent Directors, performance in addressing material sustainability risks and opportunities, and evaluating the performance and tenure of the AC and its members vis-à-vis the AC’s ToR. Board of Directors’ Assessment Board Skills Matrix Assessment Directors’ Self and Peer Assessment Fit and Proper Assessment Independence Assessment on Independent Directors Board Committees Assessment OUR PROCESS QUESTIONNAIRES AND BOARD SURVEY BOARD DISCUSSION BOARD IMPROVEMENT PLANS ENGAGEMENT Board Environment Work of the Board Use of Time EXTERNALLY FACILITATED INTERVIEWS AND DOCUMENT INSPECTION Summary of Strengths and Challenges Key Observations and Themes Relevant benchmarking Best practices, common themes and priorities In 2022, FGV embarked on a thorough Board Effectiveness Evaluation (BEE) process. To ensure the integrity of the assessment, FGV enlisted the expertise of KPMG Management & Risk Consulting Sdn Bhd (KPMG MRC) as an independent professional consultant. KPMG MRC played a pivotal role in supporting the Nomination and Remuneration Committee (NRC) in facilitating the BEE process for that year. KPMG MRC’s scope for the BEE 2022 exercise included the following topics: For year 2023, the Board has resolved that the need to engage an independent party to conduct the BEE exercise shall be done triennially. The cycle entails a comprehensive evaluation in the first year, followed by a refresher exercise focusing on tracking improvement plans in the subsequent year, and gathering feedback from selected Board Members and the Senior Management Team, rather than the entire Board, in the third year. Pursuant to the above, a refresher exercise was undertaken for BEE 2023, encompassing reviews of Improvement Marker effectiveness arising from BEE 2022, the Board Skills Matrix, Independence Assessment of Independent Directors, as well as the composition and effectiveness of Board Committees.
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