Corporate Governance Overview Statement Following a comprehensive evaluation, the Board approved the NRC’s recommendation for the retiring Directors to seek re-election at the upcoming 17th AGM. Further information can be found in Board of Directors’ Profile on pages 162 to 169. TENURE AND RE-ELECTION OF DIRECTORS The BNE Policy emphasises the necessity for periodic refreshment of the FGV Board’s composition, restricting the term of any INED to three years, with the possibility of re-appointment for a maximum of nine years. Clauses 97, 98, and 103 of the Company’s Constitution govern the process and sequence of the re-election of the Directors. In preparation for the 17th AGM, the Board, in collaboration with the NRC, conducted a thorough evaluation of retiring Directors. The assessment, encompassing criteria such as performance, contribution, and independence, aimed to determine their eligibility for re-election. The evaluation took into account the following: Assessed through the outcome of the BEE 2024. Examined in terms of skills, experience, and overall strengths. Independence and Decision-Making Conducted in accordance with the criteria outlined in the Listing Requirements. Director’s Performance and Contribution Contribution to Board Deliberations Evaluated on Independent Directors regarding their ability to act in the Company’s best interest. INED Independence Assessment PRINCIPLE A The reasons for the Board’s support to the re-election are listed below. The Board ensures that the notes accompanying the Notice of the AGM to shareholders contain all information necessary to support their informed decision-making on the matter. Retirement by Rotation in accordance with Clauses 97 and 98 of the Company’s Constitution Clause 97 of the Company’s Constitution states that at each AGM, one third (1/3) of the Directors for the time being, or if their number is not a multiple of three, the number nearest to one-third (1/3) with a minimum of one shall retire from office. In addition, each Director shall retire at least once in every three years but shall be eligible for re-election. Clause 98 of the Company’s Constitution provides that the Directors to retire shall be the one that has been the longest in office since his or her last election or appointment, but as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. • Tan Sri Rastam Mohd Isa has been appointed as the Government Appointed Director of FGV for a period of two years from 26 September 2023 to 25 September 2025. He is also the Chairman of the BSC. Tan Sri Rastam Mohd Isa’s last election, according to Clause 103 of the Company’s Constitution, was at the 16th AGM on 20 June 2024. At the forthcoming AGM, Tan Sri Rastam Mohd Isa shall retire in accordance with Clause 97 of the Company’s Constitution. Tan Sri Rastam Mohd Isa is eligible for reelection and has consented to be re-elected at the 17th AGM. 198 FGV Holdings Berhad | Annual Integrated Report 2024
RkJQdWJsaXNoZXIy NDgzMzc=