STEERING INTEGRITY AND ACCOUNTABILITY SEC 6 118 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS The BNE Policy emphasises the necessity for periodic refreshment of the FGV Board’s composition, restricting the term of any INED to three years, with the possibility of re-appointment for a maximum of nine years. In preparation for the 16th AGM, the Board, in collaboration with the NRC, conducted a thorough evaluation of retiring Directors. The assessment, encompassing criteria such as performance, contribution, and independence, aimed to determine their eligibility for re-election. The evaluation considered: Following a comprehensive evaluation, the Board endorsed the NRC’s recommendation for the retiring Directors to stand for re-election at the upcoming 16th AGM. TENURE AND RE-ELECTION OF DIRECTORS The reasons for the Board’s support on the re-election are listed below. RE-ELECTION OF DIRECTORS IN ACCORDANCE WITH CLAUSE 103 OF THE COMPANY’S CONSTITUTION Clause 103 of the Company’s Constitution stipulates that a Director appointed by the Board shall hold office until the conclusion of the next AGM of the Company and shall be eligible for re-election. • Tan Sri Rastam Mohd Isa was appointed as Chairman NINED, of the Company on 26 September 2023 as nominated by the Ministry of Finance (Incorporated) (MoF). He is also the Chairman of Board Sustainability Committee. At the forthcoming 16th AGM, Tan Sri Rastam Mohd Isa has consented to be re-elected as a NINED of the Company for the ensuing years in accordance with Clause 103 of the Company’s Constitution. The Board recommended Tan Sri Rastam Mohd Isa to be reelected for the shareholders’ consideration. • Mohamad Fadzil Hitam was appointed as INED of the Company on 27 December 2023 and he is also a member of the BSC and the Chairman of NRC. At the forthcoming 16th AGM, Mohamad Fadzil Hitam has consented to be re-elected as an INED of the Company for the ensuing years in accordance with Clause 103 of the Company’s Constitution. The Board recommended Mohamad Fadzil Hitam to be reelected for the shareholders’ consideration. • Dato’ Dr. Suzana Idayu Wati Osman and Nurul Muhaniza Hanafi were appointed as NINED and INED, respectively on 1 April 2024. At the forthcoming 16th AGM, both Dato’ Dr. Suzana Idayu Wati Osman and Nurul Muhaniza Hanafi have consented to be re-elected as NINED and INED of Company, respectively for ensuing year in accordance with Clause 103 of the Company’s Constitution.The Board recommended both Dato’ Dr. Suzana Idayu Wati Osman and Nurul Muhaniza Hanafi to be re-elected for the shareholders’ consideration. Dato’ Dr. Suzana Idayu Wati Osman is a member of BSC and Nurul Muhaniza Hanafi is a member of NRC. • Datuk Dr. Yatimah Sarjiman has been re-appointed as Government Appointed Director of FGV for a period of two years from 8 April 2024 to 16 January 2025. In view of her re-appointment, she is eligible for re-election and consented to be re-elected as NINED at the 16th AGM. Clause 97 of the Company’s Constitution states that at each AGM, one third (1/3) of the Directors for the time being, or if their number is not a multiple of three, the number nearest to one-third (1/3) with a minimum of one shall retire from office. In addition, each Director shall retire at least once in every three years but shall be eligible for re-election. Clause 98 of the Company’s Constitution provides that the Directors to retire shall be the one that has been the longest in office since his or her last election or appointment, but as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. • Dato’ Mohd Rafik Shah Mohamad was appointed as INED of the Company on 1 July 2021 and he is also the Chairman of AC, a member of NRC and BGRMC. Dato’ Mohd Rafik Shah Mohamad’s last election according to Clause 103 of the Company’s Constitution was at the 14th AGM on 23 June 2022. At the forthcoming 16th AGM, Dato’ Mohd Rafik Shah Mohamad shall retire in accordance with Clause 97 of the Company’s Constitution. Dato’ Mohd Rafik Shah Mohamad has expressed his intension not to seek for re-election. Hence, he will retain office as a Director of the Company until the Conclusion of the 16th AGM. RETIREMENT BY ROTATION IN ACCORDANCE WITH CLAUSE 97 OF THE COMPANY’S CONSTITUTION More information on the profiles of the Directors seeking re-election can be found in the Board of Director’s Profile on page 88 to 95. Assessed through the outcome of the BEE 2023. Examined in terms of skills, experience, and overall strengths. Evaluated for Independent Directors regarding their ability to act in the Company’s best interest. Conducted according to the criteria outlined in the Bursa Securities Listing Requirements. Director’s Performance and Contribution Contribution to Board Deliberations Independence and Decision-Making INED Independence Assessment
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