107 ANNUAL INTEGRATED REPORT 2021 HOW WE ARE GOVERNED REINFORCING SUSTAINABILITY ADDITIONAL INFORMATION MATTERS FORMALLY RESERVED FOR THE BOARD The Board has collective responsibilities for promoting the long term sustainability and success of the Group by providing entrepreneurial leadership within a framework of prudent and effective controls. In doing so, the Board commits to high standards of integrity and ethics. Specific matters reserved for the Board’s consideration and decision include: 1. Appointments of the Board, Board Committees and Senior Management. 2. Remuneration of the Board, Board Committees and Senior Management. 3. Strategic plans, investments, divestments, delegation of authorities and any major changes in the strategic directions of the Group. 4. Annual budgets, Financial Statements, Quarterly Results, dividends, matters related to managing risks and controls and financial decisions. AUTHORITY LIMITS The Board’s delegation of powers to the Board Committees and the GCEO is aligned with the Board Charter, which sets out the approved Group’s Limit of Authorities (LOA). The limits establish a sound framework of authority and accountability within the Group, including segregation of duties, which facilitates timely, effective and quality decision making at the appropriate levels in the Group’s hierarchy. BOARD COMMITTEES While the Board maintains a schedule of key matters that are reserved for their decision, the responsibilities of the Board were discharged through delegation to Board Committees. All Board Committees operate within clearly defined Terms of Reference (ToR) as approved by the Board. The approved ToR of the Board Committees are continuously reviewed and updated to ensure their relevance to FGV’s operations as well as for compliance with legislation and standards. The last review was done on 30 November 2021. The approved ToR of the Board Committees are available on our website www.fgvholdings.com. The Board currently has five main Board Committees as follows: Nomination and Remuneration Committee (NRC); Audit Committee (AC); Board Governance & Risk Management Committee (BGRMC); Investment Committee (IC); and Board Sustainability Committee (BSC). The Board Committees’ composition and the record of their attendance can be found on page 85 of this Report. The NRC Report, AC Report and BGRMC Report can be found at pages 117 to 134 of this Report. The Board Sustainability Committee was established on 1 September 2021 to assist the Board in fulfilling its oversight responsibilities in relation to the Group’s Sustainability policies, strategies, framework, initiatives, priorities, targets, principles and best practices. The IC is tasked with ensuring investments undertaken are aligned to the Group’s objectives, vision and overall risk appetite while the BSC is tasked to assist the Board in fulfilling its oversight responsibilities in relation to the Group Sustainability policies, strategies, framework, initiatives, priorities, targets, principles and best practices. The Board Tender Committee (BTC) was disbanded on 20 April 2021 and all procurement related matters under BTC’s purview was presented directly to the Board for deliberation and approval. The Board Committees deliberate issues on a broad and in-depth basis before putting up any recommendation to the Board for decision. Notwithstanding the existence of the Board Committees and the relevant authorities granted to a Board Committee under its ToR, ultimate responsibility for the affairs of FGV and decision-making lies with the Board. The Board is kept abreast of the significant matters and resolutions deliberated by each Board Committee through the reports by the Chairman of the relevant Board Committees and the Minutes of the Board Committee meetings were tabled at the subsequent Board meeting. In FY2021, none of the Board Committee Meetings were combined with the Board meetings. 1 2 3 4 5
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