106 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION RESPONSIBILITIES, OVERSIGHT AND INDEPENDENCE BOARD COMPOSITION The Board, through the Nomination and Remuneration Committee, from time to time reviews the size and composition of the Board to determine if the Board has the right size and sufficient diversity with independent elements, proposes new Board appointments and monitors the Board’s succession needs. Board has its diversity policy which is intended to adopt and pursue Board diversity based on meritocracy system which does not discriminate, particularly on the grounds of gender and ethnicity. The Board will endeavour to maintain a minimum of 30% women Directors in its composition. The Board recognises the benefits of having a diverse Board hence has taken active measures in ensuring that the mix and profiles of the Board members in terms of age, gender, perspectives, academic background, experience and expertise, works in the best combination for the Board to be effective in its stewardship functions. The specific details on the Board composition and skills are set out in page 84 of this Report. BOARD CHARTER The Board Charter sets out the role, composition and responsibilities of the Board of Directors of FGV. This includes key values, principles and ethos of the Company. The Board Charter aims to guide FGV’s Board in its stewardship role of the Group based on the Listing Requirements of Bursa Securities and the Companies Act 2016. In addition, it recognises and aims to adopt better practices and guidance fromMCCG, Bursa Securities’ Corporate Governance Guide, and other rules and regulations or best practices. The Board Charter was last reviewed on 30 November 2021. BOARD ROLES AND RESPONSIBILITIES The Board is responsible for the overall conduct of the Group’s business and has the powers and duties set out in the Board Charter. Broadly, the Board: Reviews and adopts a sustainable Strategic Plan for the Group’s business. Oversees the conduct of the Group’s business. Identifies principal risks and ensures the implementation of appropriate internal controls and mitigation measures. Reviews succession planning, appointments of Board Members, Board Committee Members and Senior Management. Oversees the development and implementation of Investor Relations programmes and Shareholders Communication Policy. Reviews the adequacy and the integrity of the management information and internal controls systems of the Group, including systems for compliance with applicable laws, regulations, rules, directives, guidelines, governance and integrity framework. The full details of the Board’s roles and responsibilities are stated in the Board Charter. FORMALISED ETHICAL STANDARDS In discharging its responsibilities, the Board observes the principles of ethical conduct as contained in the Directors’ Code of Ethics and Conduct (CoEC) and Directors’ Code of Business Practice (CoBP). The Directors’ CoEC and CoBP outlines the ethical standards of behaviour and conduct expected from all Directors of FGV Group. All Directors have given their commitment to comply with the Directors’ CoEC and CoBP through a signed declaration. The Directors’ CoEC and CoBP are made available to the Directors and are also published on our website. FGV also has in place a Code of Business Conduct and Ethics for employees (COBCE) . The COBCE guides our employees in embracing the Group’s values and applying with applicable laws and regulations through honest, transparent and ethical business practices. The Board and employees of the Group strive to adhere to best practices in corporate governance and observing the highest standards of integrity and behaviour in all activities conducted by FGV, including the interaction with its customers, suppliers, employees and business partners, and within the community and environment in which FGV operates. The COBCE is made available in the Compliance Management System (internal hub) for easy access for employees and periodic awareness are conducted through roadshows and forum events. The Group also has in place a Whistleblowing Policy which facilitates the FGV community to report any form of improper conduct without fear of punishment or unfair treatment. 1 2 3 4 5 6 Further details on the Board Charter and COBCE are available on our website, www.fgvholdings.com. How We Are Governed Board Leadership & Effectiveness
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