The BGRMC, consisting solely of Non-Executive Directors, with the majority being INEDs and chaired by an INED, plays a pivotal role in supporting the Board’s statutory and fiduciary duties. The committee is instrumental in promoting robust governance, effective risk management, and a sound corporate culture within the FGV Group. After the cessation of Nik Fazila Nik Mohd Shihabuddin as Chairman on 1 July 2024 and Dato’ Mohd Rafik Shah Mohamad as a member on 20 June 2024, the BGRMC was left with only one member. The Board decided that all matters under the purview of the BGRMC would then be brought to the Board for deliberation and decision. Since 1 March 2025, the BGRMC has had three new members. The key responsibilities of the BGRMC encompass several crucial aspects: • Implementation Oversight: Review and monitor the execution of the FGV Group Governance and Integrity Framework, including maintaining and reviewing of governance documents and policies. • Risk Management: Evaluate, recommend, and report to the Board on the approval and/or modifications to the Group’s risk management framework, policies, strategies, procedures, systems, capabilities, and parameters. • Review of Policies: Review and recommend the Group’s policies for the Board’s approval in accordance with the Group LOA and the Governance of Policies and Procedures. • Business Risks Reporting: Present to the Board updates on key business risks, strategies for managing these risks, the effectiveness of mitigation plans, and progress in managing these risks. • Regulatory Compliance: Review and report on issues for inclusion in the Company’s AIR, ensuring adherence to Bursa Securities mandates and related governance and risk management statements. • Quarterly Governance & Risk Reporting: Regularly inform the Board, on a quarterly basis, about the status of governance initiatives and issues, Whistleblowing, group top key risks, emerging risks, reputational risk, cybersecurity risk, corruption risk, and their corresponding mitigations. • Board Governance & Risk Management Committee - Whistleblowing (BGRMCWB): Responsible for managing and advancing complaints received through the secure and accessible whistleblowing channel. Review and provide guidance on any cases reported against Vice Presidents, Senior Vice Presidents, Executive Vice Presidents (including the GCEO), Sector Heads, and members of the Board, including Government Appointed Directors, and to deliberate on findings from investigation reports for all employee positions within FGV. Board Governance & Risk Management Committee Report EFFECTIVE AUDIT AND RISK MANAGEMENT 1 2 Dato’ Shahrol Anuwar Sarman Member (NINED) Appointed on 1 March 2025 3 Azizan Zakaria Member (INED) Appointed on 1 March 2025 Dato’ Mohd Rafik Shah Mohamad Chairman (Senior INED) Ceased on 20 June 2024 5 Datuk Dr. Yatimah Sarjiman Member (NINED) Ceased on 16 January 2025 4 Nik Fazila Nik Mohamed Shihabuddin Member (INED) Ceased on 1 July 2024 6 Rozainah Awang Chairman (INED) Appointed 1 March 2025 219 Sec 07 SUSTAINING VALUE THROUGH GOOD GOVERNANCE (CORPORATE GOVERNANCE OVERVIEW STATEMENT)
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