Corporate Governance Overview Statement 104 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION Group Management Committee (GMC) ToR as well as other related policies to close some of the gaps. FGV had also carried out a revision of some of its key policies to ensure that its policies and procedures remain relevant to the Group’s businesses and operations. FGV through the COVID-19 task force had managed the pandemic and its impact by carrying out appropriate monitoring and mitigation measures which included among others the ramping up of the vaccination rate of its workers and the introduction of a new policy to regulate the same, established quarantine and isolation centres in estates and provided welfare aids to affected employees. APPLICATION OF MCCG 2021 For FY2021, FGV had applied the principles and practices of the MCCG 2021 and also adopted Step Up practices, with the exception of Practice 5.3, 5.7, 5.10, 8.2 and 13.5 as well as Step Up 8.3 and 9.4. The details on how the Company had applied each practice as set out in the MCCG during FY2021 and the explanations on the departures can be found in the Company’s CG Report which is available on the Company’s website. The summary explanations are in the table below: Practice Summary Explanations Practice 5.3 Not applicable - Step Up 5.4 adopted. Practice 5.7 The base statement on Board concurrence on the re-election of the retiring Directors was provided but the Board’s statement on the reasons for the Board’s support on the re-election of the retiring Directors were absent in the AIR 2020. Practice 5.10 Up to 31 December 2021, there was no gender diversity policy for Senior Management (GMC members), no gender diversity numerical target (targeted percentage) has been set and no mechanism has been established to track performance against these targets and measures undertaken to meet the aforementioned targets. Practice 8.2 The top five 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 in the CG Report under Practice 8.2 was not disclosed to the public at large in FY2021. Practice 13.5 Less pertinent and repetitive questions posed by shareholders were not made visible to all meeting participants during the 13th Annual General Meeting (AGM) in 2021. THE BOARD The current size of the Board is appropriate for the size and diversity of FGV Group of companies’ (FGV Group or Group) operations. There is also a good mix of skills as the four Independent Directors bring added experience and skills in specific areas such as plantation, finance, corporate governance, business management, sustainability and Downstream. FGV has also maintained the recommended 30% women representation on the Board. The Board will continue to seek to appoint Independent Directors in order to reach majority Independent Directors on the Board. The Board is aware of the importance of infusing sustainability measures into its day-to-day operations and business strategy to preserve the existence of its business and creating value for FGV’s stakeholders. In line with FGV’s aspiration, its sustainability framework incorporates the main Environmental, Social and Governance (ESG) components, innovation and transformation as the key thrusts of FGV sustainability agenda. This framework will help improve FGV’s ESG rating and enable the adoption of an accurate and comprehensive corporate sustainability framework to assist FGV in achieving its goal to become a zero-impact business operation. GOVERNANCE AND INTEGRITY FRAMEWORK FGV has in place a robust governance and integrity framework that is benchmarked against best practices and meets the changing needs of FGV’s operations. The Group implements governance processes Group-wide and constantly reviews them to ensure that they are still relevant to the Group’s operations. SUMMARY OF KEY INITIATIVES UNDERTAKEN IN 2021 In FY2021, FGV had focused on the following key areas: As part of its commitment to become a zero-impact business operation, FGV had formalised its commitment to become a net-zero emission entity by 2050, by signing the United Nations (UN)-backed Science-Based Target initiative (SBTi) Business Ambition for 1.5°C pledge. FGV had also improved its SPOTT ranking to 19th (previous spot was 23rd) in the SPOTT. Appropriate actions have also been taken to strengthen its anti-corruption and anti-bribery programme by reviewing and implementing policies and procedures on whistleblowing and anti-corruption for the Group that are, at a minimum, guided by the Guidelines on Adequate Procedures issued pursuant to Section 17A(5) of the Malaysian Anti-Corruption Commission Act 2009 (MACC Act 2009). Gap analysis on the application and adoption of the MCCG practices against FGV’s practices and some action plans were also presented to the Board for its consideration and decision which included the adoption of the MCCG practices by amending the Board Charter, Board Committees Terms of Reference (ToR) and
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