108 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION CHAIRMAN OF THE BOARD The Chairman of the Board (Chairman) does not assume the position of the Chairman in any Board Committee except in BSC. As sustainability is of great importance for FGV, the Chairman will chair the BSC until sustainability practices are firmly entrenched in FGV’s business strategies and daily operations. The Board delegates the execution of strategy, operations and the day-to-day management of the Group to the GCEO. The GCEO reports directly to the Board. The positions of Chairman and GCEO are held by two different individuals. This is to ensure that an appropriate balance of power and authority, with clear division of responsibilities and accountability, can be attained. The division of the roles and responsibilities of the Chairman and the GCEO has been clearly defined in the Board Charter. GCEO The GCEO is responsible for implementing the programmes to achieve the Company’s and the Group’s goals and vision for the future, in accordance with the strategies, risk appetite, policies, programmes and performance requirements approved by the Board. He is also responsible for the management and development of the Group. GROUP MANAGEMENT COMMITTEE In addition to the Board Committees, the Board has also delegated some responsibilities to the GCEO. These include administrative matters and the approval of items where the Board has already approved the overarching principle. The Group Management Committee (GMC) is established to support the GCEO. The composition of the GMC and full details of the GMC’s duties and responsibilities are stated on page 94 of this Report. COMPANY SECRETARY The Board has appointed a qualified Company Secretary who plays an advisory role to the Board. The Company Secretary also monitors the developments in corporate governance and assists the Board in applying best practices to meet the Board’s needs and stakeholders’ expectations. The Company Secretary’s profile is disclosed on page 102 of this Report. ACCESS TO INFORMATION AND ADVICE The Board has full and unrestricted access to anyone in the Group in order to conduct any investigation and obtain any information pertaining to the Group, including access to the Company’s Auditors and consultants. The Board may also seek relevant internal and external independent professional advice at the expense of the Company. The Board strives to encourage a paperless environment for all Board and Board Committees meetings, where digital access is given to meeting papers to save on the distribution of hard copies. The agendas and meeting papers are distributed in advance, to provide the Board and Board Committee members with sufficient time to review the matters to be deliberated and to allow for effective discussion and decision making during the meeting. FGV’s auxiliary police is responsible for the safety of the Group’s assets. How We Are Governed Board Leadership & Effectiveness RESPONSIBILITIES, OVERSIGHT AND INDEPENDENCE
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