118 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION NOMINATION AND REMUNERATION COMMITTEE REPORT SUMMARY OF WORK In 2021, the NRC reviewed the following principal activities in discharging its responsibilities: NOMINATION AND ELECTION PROCESS AND APPOINTMENT AND RE-APPOINTMENT/RE-ELECTION PROCESS a. Appointment of Chairman, Non-Independent Non-Executive Director (Government Appointed Director) and four Independent Directors. b. Appointment of Nominee Directors in FGV Group and Nominee Directors of Koperasi Permodalan FELDA Malaysia Berhad in FGV Group. c. Re-election of Directors. d. Revision of composition of the Board Committees. e. Appointment of Senior Management. REMUNERATION MATTERS a. Annual fees and benefits for Board and Board Committees. b. Remuneration and benefits of employees of FGV Group. c. Performance bonus payout to employees of FGV Group. d. Salary increment for employees of FGV Group. e. Salary adjustment of Senior Management. PERFORMANCE MANAGEMENT a. Reviewed the PMS Framework. b. Assessed the performance management effectiveness. INDUCTION AND CONTINUING EDUCATION PROGRAMMES a. Reviewed the report on the training programmes attended by the Board and the induction programme for newly appointed Directors. BOARD ASSESSMENT a. BEA for FY2020 - an assessment 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, MCCG and the BNE Policy, which includes a review on the tenure of each Director, 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 Audit Committee (AC) and each of its members to determine whether they have carried out their duties in accordance with the AC’s ToR. SUCCESSION PLANNING POLICIES a. Proposed Succession Planning for Senior Management. b. Revision of Group Human Capital policies. STATEMENTS INCLUDED IN FGV’S ANNUAL INTEGRATED REPORT 2020 a. Reviewed the disclosure in Corporate Governance Overview Statement and CG Report relating to the following: • Board nomination and election procedures having regard to the mix of skills, independence and diversity (including gender diversity) required to meet the needs of FGV • Board balance and composition including tenure and gender diversity • Board skills mapping and experience • BEA process • Trainings attended by the Directors for the financial year and induction programmes, pursuant to the Bursa Securities Listing Requirements • Directors’ remuneration in accordance with relevant provisions from the Bursa Securities Listing Requirements and the Companies Act 2016 b. Reviewed the disclosure in the NRC Report relating to the following: • How the requirements set out in paragraph 2.20A of Bursa Securities Listing Requirements were met • Composition of the NRC • Number of NRC meetings held and details of attendance of each member • Summary of work and activities of the NRC and matters considered by the NRC in the discharge of its functions and duties and how it has met its responsibilities How We Are Governed Board Leadership & Effectiveness
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