Corporate Governance Overview Statement PRINCIPLE A As outlined in the Board Charter, the roles and responsibilities of the Chairman, NEDs, GCEO, GMC, and Company Secretary are depicted below: • Guides the Board to consider, challenge, support, and oversee the Company’s strategy and implementation. • Ensures that the Board as a whole contributes fully and constructively to the development of strategy allowing sufficient time for discussion. • Promotes and oversees the achievement of the Company’s purpose, values, and culture to foster transparency, debate, and challenge. • Ensures effective engagement between the Board, its shareholders, and other key stakeholders, while also understanding stakeholders’ views. • Leads the review of the Board’s effectiveness. • Ensures periodic discussions by the Board occur without Management’s presence. CHAIRMAN • Provide external perspectives and constructive challenges. • Monitor the performance of the Group’s strategy within the Risk Management Framework. • Review the integrity of financial reporting and ensure that the financial controls and risk management system are robust. • Establish appropriate levels of remuneration for Senior Management. NEDs • Adapts and executes the Group’s strategy and commercial objectives in response to changing market conditions and risks. • Drives the operational and financial performance of the Group. • Keeps the Chairman and the Board informed of important and strategic issues faced by the Group. • Ensures that the Company’s business is conducted with the highest governance standards, in alignment with the Company’s values. • Establishes effective communication with the Board, employees, and other stakeholders. • The GCEO’s profile is disclosed on page 172 of this Report. GCEO • Ensures proper implementation of the Group’s key strategies and action plans through periodic review of their execution and provides direction on measures, initiatives, and activities to achieve the Group’s targets. Challenges, and reviews, any annual business plans, budgets, and performance targets, providing guidance to ensure alignment with the Group’s Business Plan. Reviews all investments and divestments, including funding requirements or purchase of land and buildings or cessation of business. • Plays an integral role in advancing sound risk management at FGV by ensuring that the risk management framework is embedded and consistently applied in all operations throughout the Group. Responsible for identifying and challenging the key risks faced by the Group, whether they are strategic risks, reputational risks, or emerging risks, and determining the required mitigation action plans. The GMC shall be updated on the progress of any investments and divestments across the Group. Ensures that proper risk assessments are undertaken for investment proposals, project proposals, and any transactions that may expose FGV financially or by reputation, ensuring that business decision-making considers risks management in alignment with the Group’s risk appetite. • Reviews and consults on all new enhancements to policies, authority limits, governance, and the integrity framework, as well as matters relevant to FGV’s adequate procedures through the FGV Anti-Bribery Management System. Staying updated on key audit findings from reports issued by the Group Internal Audit and periodically reviewing the implementation progress of the agreed action plans. • Reviews the monthly and cumulative results of the Group and the performance of each Division to assess the achievement of the annual budget and forecast for the Group, as well as the accomplishment of the Group’s Business Plan, annual business plans, and annual performance targets. Reviews performance result variances and achievements, to provide guidance and direction to ensure that the Group’s Business Plan, annual business plans, annual budget, and annual performance targets are realised. • Provides feedback and comments on proposals for agreements that require the Board’s approval as stated in the prevailing authority limits, including material and onerous agreements within the Group. Staying promptly updated and provides views on all material litigation matters. • Monitors the coherence of the implementation of human capital policies, strategies, and initiatives as approved by the Board. • Responsible for governing sustainability in the Group, including setting the Group’s sustainability strategies, priorities, and targets. Drives the Group’s strategic management of material sustainability issues, including sustainability strategies, priorities, and targets. GMC • Qualified Company Secretary who plays an advisory role to the Board. • Monitors developments in corporate governance. • Assists the Board in applying best practices to meet the Board’s needs and stakeholders’ expectations. • The Company Secretary’s profile is disclosed on page 180 of this Report. COMPANY SECRETARY 188 FGV Holdings Berhad | Annual Integrated Report 2024
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