117 ANNUAL INTEGRATED REPORT 2021 HOW WE ARE GOVERNED REINFORCING SUSTAINABILITY ADDITIONAL INFORMATION Dato’ Mohd Rafik Shah Mohamad Chairman Members Dato’ Nonee Ashirin Dato’ Mohd Radzi Nik Fazila Nik Mohamed Shihabuddin The Nomination and Remuneration Committee (NRC) comprises exclusively of Non-Executive Directors and majority are Independent Directors. Dato’ Mohd Rafik Shah Mohamad became the Chairman of NRC on 6 September 2021. He is a Senior Independent Non-Executive Director. The Board believes that the current NRC composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all shareholders and to meet the needs of the Group. The NRC held 10 meetings in 2021, two of which were attended by the Chairman of the Board as invitee. He was invited for his better understanding of some of the matters discussed at the meetings relating to job levelling, remuneration and succession framework. FGV already has in place its fit and proper policy i.e. Board Nomination and Election Policy and Procedures (BNE Policy) which formalise its policies on Board Composition, Independence, Conflict of Interest and Board Assessment. The BNE Policy was established to ensure that any person to be appointed as Director of FGV shall possess the necessary character, integrity, competency, skills and commitment taking into account the mix of skills, independence and diversity required to meet the needs of the Group. The BNE Policy prohibits nomination of an Active Political Person (i.e. Member of Parliament, State Assemblyman, Supreme Council Member of a political party or member who holds a position at divisional level in a political party) to be a Director of FGV. Further explanation of the BNE Policy together with the Board’s nomination and election process and the selection criteria used by the NRC is published in the CG Report. The performance evaluation i.e. BEA for FY2021 on the effectiveness of the Board as a whole, the Board Committees and the individual Directors was conducted in accordance with Paragraph 15.08A(3)(c) of the Bursa Securities Listing Requirements. The BEA 2021 process is described in detail on pages 100 to 111 of this Report. The composition of the NRC for FY2021, including the name, designation, together with the number of NRC meetings held during FY2021 and details of attendance of each NRC member can be found on page 85 of this Report. NOMINATION AND REMUNERATION COMMITTEE REPORT Further details on the NRC’s ToR are published on our website at www.fgvholdings.com. This Report should be read in conjunction with our CG Report, also available on our website.
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