FGV Annual Integrated Report 2019

105 ANNUAL INTEGRATED REPORT 2019 04 S E C T I O N BOARD GOVERNANCE & RISK MANAGEMENT COMMITTEE REPORT SUMMARY OF WORK OF THE BOARD GOVERNANCE & RISK MANAGEMENT COMMITTEE In 2019, in the Board Governance & Risk Management Committee undertook the following principal activities in discharging its responsibilities: AREA OF FOCUS MATTERS CONSIDERED Governance, Ethics and Integrity a. Received updates on integrity compliance issues. b. Received updates on status of compliance with MCCG 2017. c. Recommended the proposed Anti-Bribery Management Systems Manual and Organisational Anti-Corruption Plan. d. Recommended the proposed revision of the Board Charter, Terms of Reference of Board Committees, FGV Board Nomination and Election Policy and Procedures, Board Remunerations Policy, Group Human Capital Policies, Group Information and Communication Technology Policies, Group Commodity Trading Policy, Corporate Responsibility Policy, Sponsorship and Donations Policy, Advertising & Promotions Policy, Event Management Policy, Finance Policies and Procedures and Group Procurement Policy. e. Recommended the proposed establishment of the Group’s Limit of Authorities, FGV Governance of Policies and Procedures, FGV Corporate Governance and Business Integrity Blueprint, Governance and Integrity Framework, Conflict of Interest Policy, Referral Policy, Management of Classified Document Policy and Independent Advisory Panel Terms of Reference. f. Received reports on the planned governance activities for the year and initiatives completed. The Board Governance & Risk Management Committee’s responsibilities are as follows: • In relation to governance, ethics and integrity: - To direct and oversee the formulation of the Group’s governance framework with a view to inculcate an ethical and governance climate consistent with the Board’s risk appetite, guided by the recommendations of MCCG 2017. - To direct and oversee the formulation of the Group’s programmes and policies to support the implementation of the Group’s governance framework and endorse the blueprints and policies for the Board’s approval. - To review reports on the status and availability of related procedures by the Group’s operations and subsidiaries to implement the Group’s policies. - To monitor the status and progress of formulation and implementation of the related governance framework, blueprints and policies; and accordingly report to the Board the status and to recommend to the Board the approval of and/or amendments to the Group’s governance framework, blueprints and policies. • In relation to risk management: - To direct and oversee the formulation of the Group’s overall risk management framework and strategies, including policies, procedures, systems, capability and parameters to identify, assess and manage risks to ensure their relevance and appropriateness to the Group’s position and business. - To advise and report to the Board, the overall risk appetite, tolerance and strategy on managing business risks. - To report to the Board, key business risks and seek its approval on the management of key business risks that are aligned to the Group’s risk appetite. - To monitor the effectiveness and progress of management of key business risks and accordingly report to the Board the status of the key business risks. - To recommend to the Board, the approval of and/or amendments to the Group risk management framework and strategies, including policies, procedures, systems, capability and parameters, as relevant. • In relation to sustainability: - To direct and oversee the formulation of the Group’s overall sustainability strategies and initiatives, including principles and policies which are aligned with related regulations, monitor the implementation of the Group’s approved overall sustainability strategies and initiatives, including principles and policies and review any Sustainability Report or Sustainability Statement or information having major financial and/or reputational impact to the Group, to be publicly issued by the Group or to be included in the Company’s Annual Integrated Report. - To be publicly issued by the Group or to be included in the Company’s Annual Integrated Report. HOW WE ARE GOVERNED GOVERNANCE AT FGV: ACCOUNTABILITY Further details of the Board Governance & Risk Management Committee's Term of Reference are published on our website www.fgvholdings.com