BOARD LEADERSHIP AND EFFECTIVENESS SUMMARY OF WORK NOMINATION AND ELECTION PROCESS • Appointment of Officer-in-Charge, Chief Executive Officer, FGV Prodata Systems Sdn Bhd. • Appointment of Group Chief Governance Officer. • Appointment of Group Chief Risk Officer. • Review of Position Titles for Group positions. • Contract extension of Senior Management. • Appointment of Independent Non-Executive Directors. • Change of Nominees in FGV Group. • Changes to the Composition of Board Committees of FGV Holdings Berhad. • Appointment of GCEO as a Member of the Malaysia-United Arab Emirates Business Council. • Appointment of GCEO of FGV Holdings Berhad. • Appointment of Group Director Division. REMUNERATION MATTERS • Clarification on Bonus Methodology. • Proposed 2023 Annual Performance Bonus Payout and 2024 Salary Increase. • Directors’ Remuneration for Non-Executive Directors for Financial Year Ended 31 December 2023. • Update on the New Bonus Framework: Strategic Alignment of Rewards with Performance. • Refinement of the 2025 Corporate Scorecard. OTHER MATTERS • Annual Integrated Report 2023. • Corporate Governance Overview Statement (nomination and remuneration matters). • Corporate Governance Report (nomination and remuneration matters). • Update on Job Evaluation Reassessment Results. • Revision to Benefits Policy. • Board Effectiveness Evaluation. • Board Training Programme. • Scheduled for NRC Meetings and tentative agenda for 2025. SIGNIFICANT MATTERS CONSIDERED BY THE COMMITTEE The Chairman of the NRC provided the Board with updates on critical issues discussed during NRC meetings and the recommendations made therein. Additionally, confirmed minutes from each NRC meeting were distributed to the Board for review at the earliest possible opportunity. Significant matters reported by the NRC to the Board included: SIGNIFICANT MATTERS Assessed candidates’ suitability while considering the selection criteria outlined in the BNE Policy, along with the Fit and Proper criteria. Appointment of Independent Non-Executive Director and NonIndependent Executive Director Considered the proposed appointment of Senior Management, taking into account the current and future needs of FGV, including diversity requirements. Appointment of Group Chief Executive Officer and Senior Management Reviewed the Board Committees’ composition and appointment of INED and NINED. Board Improvement Plan 203 Sec 07 SUSTAINING VALUE THROUGH GOOD GOVERNANCE (CORPORATE GOVERNANCE OVERVIEW STATEMENT)
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