FGV HOLDINGS BERHAD | ANNUAL INTEGRATED REPORT 2023 145 The Board confirms that for the year ended 31 December 2023, the principles of good corporate governance contained in the MCCG 2021 have been consistently applied. Our explanations for departures of certain principles are provided below. PRACTICE SUMMARY EXPLANATIONS Practice 5.2 The Board’s composition comprised majority independent directors until the 15th AGM whereby three Independent Non-Executive Directors had ceased to be re-elected at the said AGM. Since then, the Board is continuously looking for suitable candidates to be appointed as Independent NonExecutive Directors without compromising the skills and experience based on the BEE 2022. In April 2024, four out of eight directors are Independent Non-Executive Directors. Practice 5.9 The Board is comprised of 30% women directors until the 15th AGM whereby one women director had retired at the said AGM. Since then, the Board is left with two women directors. The Board is continuously looking for suitable candidates to meet at least 30% women directors. In April 2024, the Board consists of four women directors, representing 50% of the Board’s composition. Practice 5.10 The BNE Policy has a provision on diversity for the Board that includes gender. However, there was no gender diversity policy for Senior Management. FGV is committed to provide equal opportunity in recruitment and career growth regardless of ethnicity, culture, age and gender. FGV is also committed to integrating a gender perspective to fulfil the Group’s responsibility in respecting human rights. FGV has established GEWE Committee. In April 2024, there were five women in the Group Management Committee of FGV. The GEWE discussed on the establishment of Gender Diversity Policy for consideration and action by FGV. Practice 8.2 FGV believes that the disclosure of Senior Management’s remuneration in detail may be detrimental to its business interests given the competitive human resource environment for the knowledge and experience of such personnel in FGV. Nevertheless, the names of the top five members of Senior Management are disclosed on page 126 of this report. The Board is committed to cultivate a responsible organisation and will regularly review and refine the Group’s corporate governance practices to maintain a sensible and solid framework for effective governance in the interest of the shareholders and stakeholders. This Statement was made in accordance with the resolution of the Board of Directors approved on 27 March 2024. FINANCIAL REPORTING AND DISCLOSURE The FGV Board is committed to providing an equitable and unbiased assessment of the Group’s financial position and outlook across various financial reports, including Quarterly Financial Results, Audited Financial Statements (AFS), the Annual Integrated Report (AIR) and other publications. The prompt and accurate dissemination of information is of utmost importance in our announcements, and our financial statements strictly adhere to the guidelines outlined in MFRS, IFRS, Bursa Securities Listing Requirements, Companies Act 2016, and pertinent laws and regulations in the jurisdictions where FGV operates. In order to ensure precision and fairness in our financial reports, the Audit Committee conducts a thorough review of the AFS and quarterly reports, working closely with FGV’s external auditors. We recognise our responsibility to provide shareholders, investors, and regulatory authorities with a comprehensive and transparent understanding of our financial performance. ANNUAL INTEGRATED REPORT This marks the ninth edition of FGV’s AIR and the twelfth Annual Report, underscoring our commitment to transparency and accountability since our listing on Bursa Securities on 28 June 2012. The AIR provides a thorough overview of the Group’s operations and financial performance in 2023, reflecting our steadfast dedication to delivering value to stakeholders through responsible and sustainable business practices. PLANS FOR 2024 In 2024, the governance priorities to support and align with FGV’s business strategies and plans will be as follows: • Review and enhance internal policies and procedures relating to Board matters. • Renewal of FGV ‘s Anti-Corruption Plan (FGVACP). • Establishment of Group Compliance & Monitoring Department. • Establishment of Gender Diversity Policy for Senior Management. STATEMENT BY THE BOARD The Board has deliberated, reviewed and approved this Statement and, save as disclosed, is satisfied that the Group has considered all obligations under the relevant paragraphs of the Bursa Securities Listing Requirements, Companies Act 2016, MCCG 2021, Bursa Securities’ Corporate Governance Guide and other applicable laws and regulations throughout the financial year ended 31 December 2023. More information on the Statement on Directors’ Responsibility in respect of preparation of FGV’s AFS can be found on page 1 of the AFS Report. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
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