PERFORMANCE REVIEW During the financial year, the Board evaluated BGRMC’s performance and the extent to which BGRMC met the requirements of its ToR, including the term of office and the performance of BGRMC and each of its members. This performance assessment was part of the annual BEA, which pertains to the assessment of Board Committees. The BGRMC Report was prepared in accordance with the Board’s resolution dated 25 March 2025. SIGNIFICANT MATTERS CONSIDERED BY THE COMMITTEE The Chairman of the BGRMC updated the Board on critical issues discussed during BGRMC meetings and the recommendations made during those meetings. Additionally, confirmed minutes from each BGRMC meeting were distributed to the Board for review at the earliest opportunity. Significant matters reported by the BGRMC to the Board included: EFFECTIVE AUDIT AND RISK MANAGEMENT Risk Survey on the Ongoing Conflict in the Middle East The breakout of a renewed armed conflict in early October 2023 between Hamas and Israel escalated into a complex geopolitical scenario that prolonged into early 2024 with no definitive and immediate cease-fire insight. The Group, via GRMD, has conducted a risk survey on the subject matter to establish the vulnerability and impact of the conflict on FGV’s key businesses and presented to the Committee. BGRMC (Whistleblowing Committee) Assessed complaints against high-ranking officials, including Vice Presidents, Sector Heads, Board Members, and Government Appointed Directors, ensuring comprehensive and timely investigations. Additionally, reviewed findings from investigation reports for all FGV employee positions and oversaw the execution of appropriate actions in compliance with the Whistleblower Protection Act 2010 (Act 711). Group Policies Board’s approval on:- New • Sexual Harassment Policy Revised: • Group Sustainability Policy • Group Procurement Policies • Business Continuity Management Policy • BGRMC Terms of Reference (TOR) • FGV Anti-Corruption Plan (FGVACP) 2024-2027 Development of Divisional Risk Appetite Statement (RAS) Phase 2 An initiative to cascade the established Group RAS to the divisional level, which covers FGV’s eight business divisions. The divisional RAS of each respective division are recommended for enhancements. Whistleblowing Reviewed and analysed the number of whistleblowing cases, their respective categories, lessons learned, and recommendations from investigation findings. FGV Group Quarterly Risk Report • Paramount risks related to the Group’s business and operations involve key risks and corresponding mitigation strategies. This includes risks requiring closer examination and offers a detailed overview of the current risk profile and future outlook. • Reviewed the new project risk assessment, and the tender risk assessment for investment proposals and tender participations. Cybersecurity Desktop Drill • Cyber drill training exercises to ensure that senior management, critical IT operations, and staff, can effectively adapt using the IT Business Continuity Process during crisis situations involving cyber threats. • Reviewed and acknowledged KPMG’s observations regarding the outcomes of the simulation exercise and the overall evaluation of FGV’s Crisis Management Maturity level. Risk Management Committee Meeting Key risks were discussed at the Risk Management Committee meeting. SIGNIFICANT MATTERS 221 Sec 07 SUSTAINING VALUE THROUGH GOOD GOVERNANCE (CORPORATE GOVERNANCE OVERVIEW STATEMENT)
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