172 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION Application of the Principles and Practices of the Malaysian Code on Corporate Governance 2021 (MCCG 2021) Practice Details Applied / Departure / Adopted / Not Adopted / Not Applicable Page* PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) 5.4 (Step Up) The board has a policy which limits the tenure of its independent directors to nine years without further extension. Adopted Please refer to CG Report 5.5 Appointment of board and senior management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Directors appointed should be able to devote the required time to serve the board effectively. The board should consider the existing board positions held by a director, including on boards of non-listed companies. Any appointment that may cast doubt on the integrity and governance of the company should be avoided. Applied 84, 86-102, 117 5.6 In identifying candidates for appointment of directors, the board does not solely rely on recommendations from existing directors, management or major shareholders. The board utilises independent sources to identify suitably qualified candidates. If the selection of candidates was based on recommendations made by existing directors, management or major shareholders, the Nominating Committee should explain why these source(s) suffice and other sources were not used. Applied Please refer to CG Report 5.7 The board should ensure shareholders have the information they require to make an informed decision on the appointment and reappointment of a director. This includes details of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the listed company as a whole. The board should also provide a statement as to whether it supports the appointment or reappointment of the candidate and the reasons why. Departure 111-113, 157, Statement Accompanying Notice of 14th Annual General Meeting 5.8 The Nominating Committee is chaired by an Independent Director or the Senior Independent Director. Applied 85, 117 5.9 The board comprises at least 30% women directors. Applied Please refer to CG Report 5.10 The board discloses in its annual report the company’s policy on gender diversity for the board and senior management. Departure 94, 104, 106 6.1 The board should undertake a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The board should disclose how the assessment was carried out its outcome, actions taken and how it has or will influence board composition. For Large Companies, the board engages independent experts at least every three years, to facilitate objective and candid board evaluations. Applied 110-111 7.1 The board has remuneration policies and procedures to determine the remuneration of directors and senior management, which takes into account the demands, complexities and performance of the company as well as skills and experience required. The remuneration policies and practices should appropriately reflect the different roles and responsibilities of non-executive directors, executive directors and senior management. The policies and procedures are periodically reviewed and made available on the company’s website. Applied 120-124 7.2 The board has a Remuneration Committee to implement its remuneration policies and procedures including reviewing and recommending matters relating to the remuneration of board and senior management. The Remuneration Committee has written Terms of Reference which deals with its authority and duties and these Terms are disclosed on the company’s website. Applied 117-119 8.1 There is detailed disclosure on named basis of the remuneration of individual directors. The remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind and other emoluments. Applied 122-123 8.2 The board discloses on a named basis the top five senior management’s remuneration component including salary, bonus, benefits in-kind and other emoluments in bands of RM50,000. Departure 124 8.3 (Step Up) Companies are encouraged to fully disclose the detailed remuneration of each member of senior management on a named basis. Not Adopted
RkJQdWJsaXNoZXIy NDgzMzc=