109 ANNUAL INTEGRATED REPORT 2021 HOW WE ARE GOVERNED REINFORCING SUSTAINABILITY ADDITIONAL INFORMATION WHAT THE BOARD DID THIS YEAR Board activities are organised to approve, oversee and support executive management in the delivery of the Group’s strategy within the FGV governance framework. Key matters considered by the Board in FY2021 were as follows: BOARD ACTIVITIES FY2021 Strategy, Risk and Sustainability • COVID-19 Impact Analysis. • Strategic Blueprint for FGV. • FY2021 Budget and 3-year Strategic Plan (Business Plan) focusing on operational improvements and strengthening the governance and accountability in line with FGV’s status as a public listed company. • FY2021 Key Performance Indicators (KPI) for Senior Management. • Revision of organisation structure. • Quarterly report on risks covering the Group’s top 10 risks, Risk Appetite Statement, key risks beyond the risk register, project, emerging and reputational risks. • Quarterly report on sustainability updates and key initiatives. • US Customs and Border Protection (US CBP) Withhold Release Order (WRO) against FGV, its subsidiaries and joint venture companies on palm oil and palm oil products. • Roundtable on Sustainable Palm Oil (RSPO) and Malaysian Sustainable Palm Oil Certificate (MSPO) certifications. • Reports on the traceability of Fresh Fruit Bunches (FFB). Succession Planning, Appointments, Remuneration and Others • Board Performance Evaluation/Board Effectiveness Assessment. • Board Improvement Plans. • Annual assessment on the independence of the Independent Directors. • Revision of composition of the Board Committees. • Appointment of Government Appointed Director (Chairman, Non-Independent Non-Executive Director) and Independent Non-Executive Directors. • Appointment of Senior Management. • Re-election of FGV Directors. • Annual fees for Board and Board Committees. • Performance bonus payout and merit payout to employees of FGV Group. • Salary increment for employees of FGV Group. • Salary adjustment of Senior Management. Investments and Divestments • Rationalisation and action plans for non-core and non-performing businesses. • Divestment, liquidation and striking-off of non-core and non-performing subsidiary and joint venture companies. • Joint Venture Agreement and Memorandum of Understanding. • Unconditional Mandatory Take-Over Offer by FELDA through Maybank Investment Bank Berhad to acquire all the remaining ordinary shares in FGV (FGV Shares) (excluding treasury shares) which are not already held by FELDA and the persons acting in concert with it including all FGV Shares under FGV’s Long Term Incentive Plan (LTIP) for a cash consideration of RM1.30 per offer share. Governance • Adoption of Securities Commission’s Guidelines on the conduct of Directors of listed issuers and their subsidiaries. • Revision of Board Charter and Board Committees ToR. • Revision of the Group’s policies. • Schedule of FGV Board Meetings for the year 2022. • Gap analysis on application and adoption of principles and practices of MCCG 2021. • Material litigation updates within the Group. • Internal investigations. • Processes related to the Group’s past investments. • Establishment of the COVID-19 & Its Variants Vaccination Policy. Financial • Audited Financial Statements for FYE 31 December 2020 together with the Directors’ and Auditors’ Report. • Quarterly report on consolidated results. • Quarterly report on FGV Group’s recurrent related party transactions. • Re-appointment of external audit or for FY2021. • Audit fees for FGV Group for FY2021. • Non-audit services provided by PricewaterhouseCoopers PLT. • Dividend for the FYE 31 December 2020. • Group’s financial performance against budget and key performance targets. • FY2021 cost saving measures for FGV Group. • Circular to shareholders on proposed renewal of shareholders’ mandate and proposed new shareholders’ mandate for recurrent related party transactions of a revenue or trading nature for FGV Group. • FGV Annual Integrated Report 2020 including the Chairman’s Statement, GCEO’s Message, Management Discussion & Analysis, CGOS, CG Report, Board Committees’ Reports, Statement on Risk Managementand Internal Control and Sustainability Statement. • Issuance of Islamic Medium Term Notes (Sukuk Murabahah) programme of up to RM500.0 million in nominal value based on the shariah principle of murabahah (via tawarruq arrangement).
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