Corporate Governance Overview Statement ROLES AND RESPONSIBILITIES The Committee reviews the Board’s structure, assesses effectiveness, oversees succession planning, recommends appointments, establishes remuneration policies, and monitors employee compensation. The NRC, which comprises NEDs with the majority being INEDs, is crucial in overseeing the Board’s composition and ensuring its effectiveness. The composition of the NRC complies with the requirements of both the Listing Requirements and the MCCG 2021. The Board is confident that the current NRC composition, with its diverse skills and experience, effectively serves the interests of shareholders and meets the Group’s needs. FGV has implemented a comprehensive Fit and Proper policy, which is part of the BNE Policy. This policy guides the appointment of Directors, emphasising character, integrity, competency, skills, and time commitment. The BNE Policy explicitly prohibits the nomination of Active Political Persons as Directors of FGV. Further details on the BNE Policy, including the nomination and election process, are available in Practice 5.5 of the CG Report 2024. All INEDs’ appointments are sourced from an independent party, aligning with the Fit and Proper policy and focusing on diversity in experience, skills, and gender. The NRC will meet with the proposed candidates to determine their suitability in accordance with the Board’s requirements to fill the gaps in skills and to consider their time commitment. Once shortlisted, all potential candidates undergo comprehensive background checks conducted by the Company Secretary, particularly regarding their financial, character integrity and time commitment. This includes background checks with credit agencies, local authorities, industry regulators, and enforcement agencies to ensure that the candidate is indeed qualified to serve as a Director. The NRC assesses all findings and makes recommendations to the Board for approval. The complete details of the full BEE process are available on pages 196 to 197 of this report. Nomination and Remuneration Committee Report Further information on the NRC’s ToR is available at www.fgvholdings.com. This Report should be read together with the CG Report 2024, also accessible on our website. PRINCIPLE A 3 Dato’ Dr. Suzana Idayu Wati Osman Member (NINED) Appointed on 6 February 2025 1 Mohamad Fadzil Hitam Chairman (INED) Appointed on 26 April 2024 2 Dato’ Mohd Rafik Shah Mohamad Chairman (Senior INED) Ceased on 26 April 2024 5 Datuk Dr. Yatimah Sarjiman Member (NINED) Ceased on 16 January 2025 4 Nik Fazila Nik Mohamed Shihabuddin Member (INED) Ceased on 26 April 2024 6 Nurul Muhaniza Hanafi Member (INED) Appointed on 26 April 2024 202 FGV Holdings Berhad | Annual Integrated Report 2024
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