Corporate Governance Overview Statement PRINCIPLE A BOARD CONDUCT All Directors commit to ethical business practices and lawful conduct, which includes the proper use of authority and maintaining appropriate decorum while acting as Board members. Achieving boardroom effectiveness is essential for the success of an organisation. The Board believes that fostering a culture of collaboration where Directors work together harmoniously to make well-informed decisions is extremely important. In this regard, the Board ensures that the roles and responsibilities of each Director are clearly defined to avoid overlap and to ensure accountability. Directors are expected to provide strategic guidance, oversee performance, and manage risks to ensure compliance, stakeholder engagement, and succession planning. All Directors discharge their fiduciary duties and responsibilities at all times. They are expected to act with integrity, lead by example, and stay informed about their responsibilities as Directors, as well as the conduct, business, and development of the Company. The Directors acknowledge that fulfilling their responsibilities is crucial to ensuring the financial stability and legal compliance of the organisation. By diligently performing their duties, Directors can safeguard the Company’s reputation and operational integrity. In directing or managing FGV’s business and affairs, Directors exercise reasonable care, and diligence by applying their knowledge, skills, and experience. The Board ensures that key transactions or critical decisions are deliberated and decided upon in a meeting. Additionally, the Board guarantees that decisions and the rationale behind those decisions, including any dissenting views, are clearly communicated and properly recorded in the minutes. 1.00 - Fundamental Awareness 2.00 - Intermediate 3.00 - Advanced 4.00 - Expert 5.00 - Powerhouse OVERALL BOARD SKILLS MATRIX BOARD INDEPENDENCE Board decisions are made while considering the views of Independent Non-Executive Directors (INEDs), which carry substantial weight. They fulfill their roles by ensuring that strategies proposed by Management are deliberated and examined with the interests of shareholders and stakeholders in mind. Their role is particularly critical in reviewing related party transactions, which require independence of judgement and objective impartiality to protect the interests of minority shareholders. Every INED is required to provide an annual declaration of his or her independence. This declaration is assessed by the NRC. Based on the outcome of the Board Effectiveness Evaluation for the year under review, all INEDs scored favourably, and there were no conflicts of interest that could have affected their independent judgement. The Board also believes that each INED has retained his or her independence throughout his or her tenure and has not, under any circumstances, formed any association with Management that might compromise his or her ability to exercise independent judgement, which could ultimately affect the interests of stakeholders. SCORE Corporate governance, risk management & internal controls 4.50 / 5.00 Accounting & financial reporting 4.33 / 5.00 Public sector, or government body experience 4.17 / 5.00 Legal & regulatory 4.00 / 5.00 ESG or Sustainability 4.00 / 5.00 Human capital or talent management 4.00 / 5.00 Information technology or digital strategy 3.50 / 5.00 Restructuring/merger & acquisitions 3.50 / 5.00 Industry experience 3.33 / 5.00 International or regional business exposure 3.33 / 5.00 Corporate CEO/MD or leader of an organisation 3.33 / 5.00 Consumer products 3.17 / 5.00 Macroeconomy 3.00 / 5.00 1 2 3 12 4 11 5 10 6 9 7 8 13 1 2 3 12 4 11 5 10 6 9 7 8 13 (As at 31 December 2024) 190 FGV Holdings Berhad | Annual Integrated Report 2024
RkJQdWJsaXNoZXIy NDgzMzc=