FGV HOLDINGS BERHAD | ANNUAL INTEGRATED REPORT 2023 137 SUMMARY OF WORK In 2023, the BGRMC reviewed and considered the following key matters in discharging its responsibilities: a. Reviewed & Approved: • Appointment of Officer-in-Charge for Group Governance Division. • Group Chief Governance Officer’s Key Performance Indicators 2023. • Proposal for 2022 CGOS, Report on the BGRMC and the CG Report. • Proposal for 2022 Performance Bonus for Head of Group Governance. • Proposal for Revised Directors’ CoBP & Directors’ CoEC. • Proposal for Restructuring of Group Governance & Risk Management Division. • Proposed New Structure, ToR and Job Descriptions of Group Governance Management Division. • Whistleblowing Committee structure. • Establishment of new policies and revision of existing policies. • Group Governance Management Division 2024 Activity Plan. b. Briefed: • Revision and new policy. • Group Governance Management Division Activity Report for financial year ended 2023. • Whistleblowing and Grievance Status Update for financial year ended 2023. • Anti-Bribery Audit Outcome. • Any other matters in relation to issues raised by the Whistleblowing Committee (WBC). c. Managed Whistleblowing Matters: • Deliberated and determined the basis of the complaints against Vice Presidents and above, Sector Heads, Members of the Board, and Government Appointed Directors to determine the next course of action and to deliberate findings from investigation reports for all positions of employees in FGV. • Decided appropriate action to be taken, upon completion of the investigation report’s deliberation (all positions) received through the Whistleblowing channel. • Ensured the confidentiality of the Whistleblower and Detrimental Action against him/her were protected. Protection for criminal cases should be obtained from relevant enforcement agencies as stated in the Whistleblower Protection Act 2010 (Act 711). • Ensured the progress of the investigation was closely monitored and done professionally (considering the sensitivity, complexity, and the number of information received) and was carried out within the accepted timeline. • Monitored the case to ensure that action was taken by the responsible party. GOVERNANCE, ETHICS AND INTEGRITY RISK MANAGEMENT a. Assessed and deliberated on the Group’s top key risks, emerging risks, reputational risk, cyber-security monthly report, corruption risk, project and tender risk assessment highlights, and key risk management achievements and activities. b. Appraised the reports on: • Status update and closure of External Audit report. • Key deliberations for matters discussed in Risk Management Committee meeting. • Enhancement of FGV Group Risk Appetite Statement and its progress for group wide implementation and dissemination. • Completed activities and initiatives conducted in 2023. • Business Continuity Management (BCM) activities across the Group in FGV Group Quarterly Risk Report. • ERM System Enhancement Project Phase 2. • Enhancement of BCM Policy. c. Reviewed & Approved: • Proposal for 2022 Performance Bonus for Head of Risk Management Proposal. • Proposed New Structures, Terms of Reference and Job Descriptions of Group Risk Management Division. • Proposed Year 2022 Performance Score and Ratings for Group Chief Risk Officer. • Group Chief Risk Officer’s Proposed Key Performance Indicators 2023. • New Venture Post Review Project Risk Assessment. • 2024 Risk Management Activity Plan. a. Reviewed the BGRMC Report, SORMIC and CGOS to be included in FGV’s AIR 2022 as well as the CG Report 2022 and recommended the same to the Board for approval. STATEMENTS INCLUDED IN FGV’S ANNUAL INTEGRATED REPORT 2022 PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
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