111 ANNUAL INTEGRATED REPORT 2021 HOW WE ARE GOVERNED REINFORCING SUSTAINABILITY ADDITIONAL INFORMATION The BEA 2021 was conducted to assess the effectiveness of the Board as a whole, the Board Committees and the individual Directors in accordance with Paragraph 15.08A(3)(c) of the Bursa Securities Listing Requirements, Practice 6.1 of the MCCG and the Board Nomination and Election Policy and Procedures (BNE Policy), which includes a reviewon the tenure of eachDirector, an assessment on the independence of Independent Directors, a review on the performance of the Board in addressing the Company’s material sustainability risks and opportunities as well as a review on the term of office and performance of the AC and each of its members to determine whether they have carried out their duties in accordance with the AC’s ToR. As per the BNE Policy, an independent professional consultant (external consultant) was appointed to assist the NRC to facilitate an objective and candid BEA. KPMG Management & Risk Consulting Sdn Bhd (KPMG) was appointed to conduct the BEA 2021. As approved by the Board, the BEA 2021 was premised on a bilateral assessment approach i.e. assessed by the Chairman and Deputy Chairman. Assessment forms were drafted by KPMG based on existing assessment forms as per the BNE Policy. The assessment forms/ questionnaires were then distributed and completed by the Chairman and Deputy Chairman. KPMG conducted a one-on-one interview with the Chairman, Deputy Chairman and selected Senior Management on a confidential basis to gather further insights on the responses of the assessment forms. The responses in the assessment forms as well as the responses during the interview sessions were then compiled and analysed by KPMG. The results of the BEA 2021 were presented by KPMG to the Chairman and Deputy Chairman and subsequently to the Board. In the BEA 2021 Report, KPMG highlighted the strengths of the Board which includes Board succession planning, boardroom experience, financial stewardships as well as boardroom commitment and proactivity. KPMG also gave recommendations for improvement considerations which includes FGV’s reporting vector, working relationship between the Board and Management, efficacy of nomination functionalities and boardroom configuration as well as information flow and boardroom administration. KPMG also produced Individual Directors’ report cards which include recommendations on the trainings needed for each individual Director based on the bilateral assessment approach. The individual Directors’ score was tabulated based on the questionnaire responses as gathered by the Chairman and Deputy Chairman. The Board had initiated Board Improvement Plans following the recommendations. RE-ELECTION OF DIRECTORS For the purpose of determining the eligibility of the Directors to stand for re-election at the 14th AGM, the Board through its NRC had assessed each of the retiring Directors and considered the following: • The Director’s performance and contribution based on the outcome of the BEA 2021; • The Director’s level of contribution to the Board deliberations through his/her skills, experience and strength in qualities; and • The level of independence demonstrated by the Independent Directors and his/her ability to act in the best interest of the Company in decision-making. An assessment of the Independent Non-Executive Directors (INED) independence was also conducted based on the criteria prescribed under the Listing Requirements and both the NRC and the Board concurred that the INED standing for re-election at the forthcoming 14th AGM have maintained their independence throughout their tenure as Directors of the Company. Based on the outcome of the above assessment, the Board approved the NRC’s recommendation that the retiring Directors to stand for re-election. The profiles of the Directors seeking re-election are set out on pages 86 to 93 of this Report. The reasons for the Board’s support on the re-election are listed below.
RkJQdWJsaXNoZXIy NDgzMzc=