STEERING INTEGRITY AND ACCOUNTABILITY SEC 6 136 BOARD GOVERNANCE & RISK MANAGEMENT COMMITTEE REPORT Nik Fazila Nik Mohamed Shihabuddin Chairman (INED) Appointed on 1 July 2021 Redesignated as Chairman on 13 April 2023 Dato’ Mohd Rafik Shah Mohamad Member (Senior INED) Appointed on 1 July 2021 Appointed on 8 April 2022 Datuk Dr. Yatimah Sarjiman Member (NINED) More information on the 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. The BGRMC, comprising solely of Non-Executive Directors, with the majority being INEDs and chaired by an INED, plays a pivotal role in supporting the Board’s statutory and fiduciary duties. The committee is instrumental in promoting robust governance, effective risk management, and a sound corporate culture within the FGV Group. The key responsibilities of the BGRMC encompass various crucial aspects: • Implementation Oversight: Review and monitor the execution of the FGV Group Governance and Integrity Framework, including the maintenance and review of governance documents and policies. • Risk Management: Evaluate, recommend, and report to the Board on the approval and/or modifications to the Group’s risk management framework, policies, strategies, procedures, systems, capabilities, and parameters • Review of Policies: Review and recommend for the Board’s approval on the Group’s policies as per the Group LOA and the Governance of Policies and Procedures. • Business Risks Reporting: Present to the Board updates on key business risks, strategies for managing these risks, the effectiveness of mitigation plans, and the progress in managing such risks. • Regulatory Compliance: Review and report on matters for inclusion in the Company’s AIR, ensuring compliance with Bursa Securities mandates and statements related to governance and risk management. • Quarterly Governance & Risk Reporting: Regularly inform the Board, on a quarterly basis, about the status of Governance initiatives and issues, Whistleblowing, group top key risks, emerging risks, reputational risk, cyber security risk, corruption risk and their corresponding mitigations. • Board Governance & Risk Management Committee - Whistleblowing (BGRMCWB): Accountable for managing and taking action on complaints received through the secure and accessible whistleblowing channel. Review and give direction on any cases reported against Vice Presidents, Senior Vice Presidents, Executive Vice Presidents (including the GCEO), Sector Heads, members of the Board, including Government Appointed Directors and to deliberate findings from investigation reports for all positions of employees in FGV. For detailed information on the composition of the BGRMC in 2023, including member names, designations, meeting frequency, and attendance details, please refer to page 113 of this report. PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
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