strictly adhere to the guidelines outlined in MFRS, IFRS, Bursa Securities Listing Requirements, Companies Act 2016, and relevant laws and regulations in the jurisdictions where FGV operates. To ensure precision and fairness in our financial reports, the Audit Committee conducts a thorough review of the AFS and quarterly reports, collaborating closely with FGV’s external auditors. We recognise our responsibility to provide shareholders, investors, and regulatory authorities with a comprehensive and transparent understanding of our financial performance. Further information on the Statement on Directors’ Responsibility in regarding the preparation of FGV’s AFS can be found on page 1 of the AFS Report. ANNUAL INTEGRATED REPORT This marks the 10th edition of FGV’s Annual Integrated Report and the 13th Annual Report since our listing on Bursa Securities on 28 June 2012, reflecting our continued commitment to transparency and accountability. The Annual Integrated Report provides a comprehensive view of the Group’s operations and financial performance in 2024, offering insights into how we navigate challenges, seize opportunities, and create long-term value for stakeholders. It underscores our commitment to responsible business practices, operational excellence, and sustainable growth. STATEMENT BY THE BOARD The Board has deliberated, reviewed, and approved this Statement and, except as disclosed, is satisfied that the Group has considered all obligations under the relevant paragraphs of the Bursa Securities Listing Requirements, Companies Act 2016, MCCG 2021, Bursa Securities’ Corporate Governance Guide, and other applicable laws and regulations throughout the financial year ended 31 December 2024. The Board confirms that for the year ended 31 December 2024, the principles of good corporate governance set for the MCCG 2021 have been consistently applied. Our explanation for the departures from Practice 5.2 and Practice 8.2 is provided below: PRACTICE SUMMARY EXPLANATIONS Practice 5.2 In 2024, the Board had appointed two (2) INEDs to fill up the casual vacancy. As at 31 December 2024, the Board comprised of three (3) INEDs and four (4) NINEDs. All three (3) INEDs satisfied the independence test under the Listing Requirements. The composition of the Board fairly reflects the interest of the significant shareholders, without compromising the interest of the minority shareholders. The Board composition is also in compliance with paragraph 15.02 of the Listing Requirements. FGV remains committed to the best interests of the Company by taking into account diverse perspectives and insights in its decision making process. Notwithstanding the departure from Practice 5.2, majority of the members of AC, NRC and BGRMC are INEDs. On 2 January 2025, the Board had appointed Rozainah Awang as INED and with this appointment, there are currently four (4) INEDs on the Board. The Board is continuously looking for the right candidate to be appointed as an additional INED. Practice 8.2 FGV opts not to disclose the details of top five (5) Senior Management’s remuneration components in detail (including their salary, bonus, benefits in-kind and other emoluments) on a named basis as per the prescribed table under Practice 8.2 to the public at large as it may be detrimental to FGV’s business interests, given the competitive human resource environment for personnel with the requisite knowledge, expertise and experience in FGV’s business activities where poaching has become common. However, the names of the top five (5) Senior Management and the details of the GCEO’s remuneration are disclosed in the CG Report. The Board is fully committed to complying with the requirements of the MCCG 2021 and will continue to pursue measures to address the departures cited above. Our key focus for the future will remain on fostering a culture of integrity and responsibility within our diverse workforce, cultivating a responsible organisation, and regularly reviewing and refining the Group’s corporate governance practices to maintain a sensible and solid framework for effective governance in the interest of the shareholders and stakeholders. This Statement was made in accordance with the resolution of the Board of Directors approved on 25 March 2025. 223 Sec 07 SUSTAINING VALUE THROUGH GOOD GOVERNANCE (CORPORATE GOVERNANCE OVERVIEW STATEMENT)
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