STEERING INTEGRITY AND ACCOUNTABILITY SEC 6 120 NOMINATION AND REMUNERATION COMMITTEE REPORT Mohamad Fadzil Hitam Chairman (INED) Appointed on 26 April 2024 Nurul Muhaniza Hanafi Member (INED) Appointed on 26 April 2024 Datuk Dr. Yatimah Sarjiman Member (NINED) Appointed on 8 April 2022 ROLES AND RESPONSIBILITIES The committee reviews the Board’s structure, conducts assessments on effectiveness, oversees succession planning, recommends appointments, establishes remuneration policies, and monitors employee compensation. The NRC, consisting mainly of INED, is crucial in overseeing the Board’s composition and ensuring its effectiveness. The Board is confident that the current NRC composition, with its diverse skills and experience, effectively serves the interests of shareholders and meets the Group’s needs. FGV has implemented a comprehensive fit and proper policy, known as the BNE Policy. This policy guides the appointment of Directors, emphasising character, integrity, competency, skills, and commitment. The BNE Policy explicitly prohibits the nomination of Active Political Persons as Directors of FGV. Further details on the BNE Policy, including the nomination and election process, are available in Practice 5.5 of the CG Report 2022. All INED appointments are sourced from an independent party, aligning with the fit and proper policy and emphasising diversity in experience, skills, and gender. The NRC will meet the proposed candidates to determine their suitability in accordance with the Board’s requirement to fill up the gaps and skills as well as to consider their time commitment. The Company Secretary conducts background checks on criminal records, integrity, and solvency status before proposing appointments to the Board for approval. Details of the full BEE process are available on pages 116 to 117 of this report. More information on the NRC’s ToR can be found on our website, www.fgvholdings.com. This Report is to be read together with the CG Report 2023, also available on our website. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
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