FGV Annual Integrated Report 2019

84 FGV HOLDINGS BERHAD OUR GOVERNANCE AND INTEGRITY FRAMEWORK The Board has in place a governance and integrity framework that underpins our ability to meet our responsibilities. This enables effective decision making within a structure of clear accountabilities. We discharge some of our responsibilities through delegation to Board Committees. The Board Committees bring an increased focus on key areas and probe them more deeply, thereby gaining a greater understanding of the details. The Chairs of the Board Committees provide reports on the activities of their Committees at the next Board meeting, and recommendations from the Committees are presented to the Board where appropriate. Any delegation of authority to Board Committees is formally documented in writing through Terms of Reference, while the Board maintains a schedule of key matters that are reserved for our decision. There is a clear division of responsibilities between the Chair and the GCEO. The execution of the strategy and the day-to-day management of the Group and operational matters are delegated to the GCEO. In addition to the principal Board Committees, the Board has also delegated some responsibilities to theGroupManagement Committee. These include routine administrative matters and the approval of items where we have already approved the overarching principle. OUR CORPORATE CULTURE AND VALUES As a Board, we set the ‘tone at the top’ in directing FGV's culture and values. We continue to embrace our core values: Partnership, Respect, Integrity, Dynamism and Enthusiasm (P.R.I.D.E.), which we are proud of. The Board recognises the importance of adhering to these founding values during our transformational change. To help us achieve these objectives, we have strengthened our policies. OVERSIGHT ROLE & MANAGEMENT REVIEW GROUP MANAGEMENT COMMITTEE TOP MANAGEMENT • GCEO • GCFO • Sector Heads • Corporate Centre Heads GOVERNANCE ASSURANCE GOVERNANCE OVERSIGHT MAIN BOARD • Board Charter • Code of Business Practice • Code of Ethics and Conduct BOARD COMMITTEES • Terms of Reference HOW WE ARE GOVERNED: LEADERSHIP & EFFECTIVENESS HOW WE ARE GOVERNED