BOARD DELEGATION BOARD COMMITTEES The Board, from time to time, establishes committees as it considers appropriate to assist in carrying out its duties and responsibilities. Each Committee is empowered by the Board to address and deliberate on matters delegated to it as defined in the Committee’s ToR. The Chair of each Committee reports to the Board on the outcomes of the Committee meetings. The confirmed minutes of the Committee meetings are included in the Board papers for notification. For financial year ended 2024, the following four Committees were in operation. The Board members, the respective committees members, their core functions, and the number of meetings held are detailed below: Corporate Governance Overview Statement THE BOARD AND BOARD COMMITTEES’ ROLES AND ATTENDANCE PRINCIPLE A THE BOARD • Sets the Group’s strategy. • Oversees the alignment of the Group’s purpose, culture, values, strategy, and risk. • Considers the balance of interests among stakeholders to ensure the Company’s long-term success. • Oversees the Group’s governance. Non-Independent Non-Executive Directors Independent Non-Executive Directors CHAIRMAN Mohamad Fadzil Hitam Attended 12 out of 12 Meetings (100%) Appointed on 26 April 2024 Dato’ Mohd Rafik Shah Mohamad Attended 4 out of 4 Meetings (100%) Ceased on 26 April 2024 MEMBERS Nurul Muhaniza Hanafi Attended 12 out of 12 Meetings (100%) Appointed on 26 April 2024 Dato’ Dr. Suzana Idayu Wati Osman Attended 0 out of 0 Meetings (0%) Appointed on 6 February 2025 Datuk Dr. Yatimah Sarjiman Attended 16 out of 16 Meetings (100%) Ceased on 16 January 2025 Nik Fazila Nik Mohamed Shihabuddin Attended 4 out of 4 Meetings (100%) Ceased on 26 April 2024 Nomination and Remuneration Committee NRC • Reviews the structure, size, and composition of the Board. • Conducts Board Effectiveness Assessment. • Determines induction and training for Board members. • Oversees succession planning. • Recommends the appointments of FGV Directors, Board Committees, and Senior Management to the Board. • Determines the remuneration policy for the Chairman, Non-Executive Directors and Senior Management. • Monitors employee remuneration and related policies. Tan Sri Rastam Mohd Isa Attended 14 out of 14 Board Meetings (100%) Appointed on 26 September 2023 Dato’ Shahrol Anuwar Sarman Attended 12 out of 14 Board Meetings (85.7%) Re-appointed on 17 November 2024 Dato’ Dr. Suzana Idayu Wati Osman Attended 12 out of 12 Board Meetings (100%) Appointed on 1 April 2024 Datuk Abdul Halim Hamzah Attended 0 out 0 of Board Meetings (0%) Appointed on 3 March 2025 Datuk Dr. Yatimah Sarjiman Attended 13 out of 14 Board Meetings (92.9%) Ceased on 16 January 2025 Dato’ Amiruddin Abdul Satar Attended 2 out of 2 Board Meetings (100%) Ceased on 1 April 2024 Mohamad Fadzil Hitam Attended 14 out of 14 Board Meetings (100%) Appointed on 27 December 2023 Nurul Muhaniza Hanafi Attended 12 out of 12 Board Meetings (100%) Appointed on 1 April 2024 Azizan Zakaria Attended 7 out of 8 Meetings (87.5%) Appointed on 4 July 2024 Rozainah Awang Attended 0 out of 0 Board Meetings (0%) Appointed on 2 January 2025 Dato’ Mohd Rafik Shah Mohamad Attended 6 out of 6 Board Meetings (100%) Retired on 20 June 2024 Nik Fazila Nik Mohamed Shihabuddin Attended 6 out of 6 Board Meetings (100%) Ceased on 1 July 2024 192 FGV Holdings Berhad | Annual Integrated Report 2024
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