112 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION RETIREMENT BY ROTATION IN ACCORDANCE WITH CLAUSE 97 OF THE COMPANY’S CONSTITUTION Clause 97 of the Company’s Constitution states that at each AGM one third (1/3) of the Directors for the time being, or if their number is not a multiple of three, the number nearest to one-third (1/3) with a minimum of one shall retire from office. In addition, each Director shall retire at least once in every three years but shall be eligible for re-election. Clause 98 of the Company’s Constitution provides that the Directors to retire, shall be the one that has been the longest in office since his/her last election or appointment, but as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Dato’ Amiruddin Abdul Satar being the longest in office shall retire at the 14th AGM and is eligible for re-election as Director of the Company. • Dato’ Amiruddin Abdul Satar was appointed as Non-Independent Non-Executive Director (NINED) of the Company on 26 October 2020. He has over 30 years of experience in finance and management. Since his appointment, Dato’ Amiruddin has not only grasped the intricacies of corporate business management in a public company but has also enriched the Board’s mix and skills by imparting his in-depth knowledge in the government governance into the Company. With a busy schedule holding a full time job, he has demonstrated his time commitment to the Company by attending 13 out of 14 (93%) Board meetings. Dato’ Amiruddin is a member of IC and BSC. He is respected by his peers and Management alike and relates well with them. He engendered mutual trust amongst Board members and demonstrated professionalism and objectivity in the boardroom. In terms of contribution and performance, Dato’ Amiruddin actively probes Senior Management as well as engages in catalytic discussions with his peers. Dato’ Amiruddin’s last re-election according to Clause 103 of the Company’s Constitution was at the 13th AGM on 23 June 2021. At the forthcoming 14th AGM, Dato’ Amiruddin shall retire by rotation in accordance with Clause 97 of the Company’s Constitution and he has consented to be re-elected as a NINED of the Company for the ensuing years. Based on the bilateral assessment conducted on Dato’ Amiruddin’s performance for the year as a Director, it was found that he fared well in terms of contribution and performance in the boardroom. The Board recommended Dato’ Amiruddin to be re-elected for the shareholders’ consideration. RE-ELECTION OF DIRECTORS IN ACCORDANCE WITH CLAUSE 103 OF THE COMPANY’S CONSTITUTION Clause 103 of the Company’s Constitution stipulates that a Director appointed by the Board shall hold office until the conclusion of the next AGM of the Company and shall be eligible for re-election. Dato’ Nonee Ashirin, Dato’ Mohd Rafik Shah Mohamad, Puan Nik Fazila Nik Mohamed Shihabuddin and Encik Kasmuri Sukardi who were appointed INED of the Company since the last AGM shall retire at the 14th AGM and are eligible for re-election as Directors of the Company. They have attended and successfully completed the Mandatory Accreditation Programme (MAP) as required by the Listing Requirements. • Dato’ Nonee Ashirin was appointed as INED of the Company on 30 June 2021. She is also the Chairman for IC and member of AC and NRC. She is an experienced corporate and commercial lawyer with more than 20 years of experience in various industries. With her legal and professional background, she provides invaluable inputs from the industry and legal perspectives for the Board’s discussion. At the forthcoming 14th AGM, Dato’ Nonee Ashirin shall retire in accordance with Clause 103 of the Company’s Constitution and she has consented to be re-elected as an INED of the Company for the ensuing years. Based on the bilateral assessment conducted on Dato’ Nonee Ashirin‘s performance for the year as a Director, it was found that she fared well in terms of contribution and performance in the boardroom. The Board recommended Dato’ Nonee Ashirin to be re-elected for the shareholders’ consideration. • Dato’ Mohd Rafik was appointed as INED of the Company on 1 July 2021. He was then redesignated as Senior Independent Non-Executive Director on 30 March 2022. He is also the Chairman of the AC and NRC and a member of the BGRMC. He has more than 30 years of experience in the food industry and multinational experience. With his extensive financial and management knowledge and experience, he continuously brings guidance and analytical input on the financial and strategic matters of the Company, and able to critically challenge the management. He is vocal, put forth his views and actively participates in the Board and Board Committees discussions and deliberations. At the forthcoming 14th AGM, Dato’ Mohd Rafik shall retire in accordance with Clause 103 of the Company’s Constitution and he has consented to be re-elected as an INED of the Company for the ensuing years. Based on the bilateral assessment conducted on Dato’ Mohd Rafik‘s performance for the year as a Director, it was found that he fared well in terms of contribution and performance in the boardroom. The Board recommended Dato’ Mohd Rafik to be re-elected for the shareholders’ consideration. How We Are Governed Board Leadership & Effectiveness BOARD PERFORMANCE EVALUATION I.E. BOARD EFFECTIVENESS ASSESSMENT
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