175 ANNUAL INTEGRATED REPORT 2021 HOW WE ARE GOVERNED REINFORCING SUSTAINABILITY ADDITIONAL INFORMATION (iii) The appointment of Proxy may be made in a hardcopy form or by electronic means as follows: In Hardcopy Form The Proxy Form shall be deposited at the office of the Share Registrar of the Company at Boardroom Share Registrars Sdn Bhd at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than Wednesday, 22 June 2022 at 1.00 p.m., and in default the Proxy Form shall not be treated as valid. By Electronic Means The Proxy Form may be submitted: a) to the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd via e-mail to bsr.helpdesk@boardroomlimited.com, no later than Wednesday, 22 June 2022 at 1.00 p.m. or b) via electronic means (e-Proxy) no later than Wednesday, 22 June 2022 at 1.00 p.m. (please refer to the Annexure to the Proxy Form for further information on submission via e-Proxy). 3. Corporate Shareholders, Authorised Nominees and Exempt Authorised Nominees For Corporate Shareholders, Authorised Nominees and Exempt Authorised Nominees who wish to participate and vote remotely via LUMI AGM facilities at the 14th AGM of the Company, please refer to the procedures in the Administrative Details for the 14th AGM. 4. Shareholders entitled to participate and vote For purposes of determining a Shareholder who shall be entitled to participate and vote at the 14th AGM of the Company, the Company shall be requesting from Bursa Malaysia Depository Sdn Bhd, in accordance with Clause 63 of the Company’s Constitution and Section 34(1) of Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 15 June 2022. Only a depositor whose name appears on the General Meeting Record of Depositors as at 15 June 2022 shall be entitled to participate and vote at the 14th AGM or appoint a Proxy(ies) to participate and vote on such depositor’s behalf. 5. Request for remote participation user ID and password The registration for remote participation will be open from 11.00 a.m. on Thursday, 28 April 2022 up to 11.00 a.m. on Wednesday, 22 June 2022. Please follow the procedures provided in the Administrative Details for the 14th AGM in order to participate in the 14th AGM remotely via LUMI AGM facilities. 6. Voting Pursuant to Paragraph 8.29A(1) of the Listing Requirements, all resolutions set out in the Notice of the 14th AGM of the Company will be put to vote by poll. Poll Administrator will be appointed to conduct the poll via e-voting process and Independent Scrutineers will be appointed to verify the poll results. Shareholders can proceed to vote on the resolutions and submit their votes at any time from the commencement of the 14th AGM at 11.00 a.m. until a time when the Chairman of the meeting announces the completion of the voting session. Upon completion of the voting session for the 14th AGM, the Independent Scrutineers will verify the poll results followed by the Chairman of the meeting’s announcement of the poll results and declaration whether the resolutions are duly passed. 7. Submission of questions before and during the 14th AGM Shareholders may submit questions in relation to the agenda items for the 14th AGM prior to the meeting electronically and may also ask questions real time (in the form of typed text) during the meeting. Please refer to the procedures in the Administrative Details for the 14th AGM. EXPLANATORY NOTES ON ORDINARY BUSINESS: Explanatory Note 1: Audited Financial Statements for the financial year ended 31 December 2021 This agenda item is meant for presentation and discussion only as under the provisions of Section 340(1)(a) of the CA 2016 and Clause 135 of the Company’s Constitution, the Audited Financial Statements do not require the formal approval of Shareholders and hence, will not be put forward for voting. Explanatory Note 2: Directors’ remuneration - fees and benefits payable Section 230(1) of the CA 2016 provides amongst others, that the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the Shareholders’ approval shall be sought at the 14th AGM on the Directors’ remuneration in five (5) separate resolutions as below: • Resolution 1 on payment of Directors’ fees for the NEC from 24 June 2022 until the next AGM of FGV; • Resolution 2 on payment of Directors’ fees for the NED from 24 June 2022 until the next AGM of FGV; • Resolution 3 on payment of Board Sustainability Committee fees and meeting allowances for the period from 1 September 2021 until 23 June 2022; • Resolution 4 on payment of benefits payable to the NEC for the period from 24 June 2022 until the next AGM of FGV; and • Resolution 5 on payment of benefits payable to the NED for the period from 24 June 2022 until the next AGM of FGV. The Board Remunerations Policy sets out the processes and procedures in determining the remuneration for the Directors. The Board Remunerations Policy provides that the Board, via the Nomination and Remuneration Committee (NRC), shall conduct a high level review and shall perform an in-depth benchmarking of the remuneration packages of the Board at least once in two (2) years to ensure fairness and competitiveness relative to the market (based on market positioning, revenue, performance, total assets, profit after tax and market capitalisation of the comparator groups), to attract, retain and motivate the Board. The remuneration packages of the Board were last reviewed, benchmarked and approved by Shareholders in 2019. In 2020, the Shareholders approved the payment of Non-Executive Deputy Chairman’s (NEDC) monthly allowance and in 2021 the Shareholders approved the increase in meeting allowance via teleconferencing in view of the pandemic and also the meeting allowance for overseas meeting with flight time <= 8 hours. In 2022, FGV had appointed an independent consultant to conduct a review and benchmarking on the NED remuneration. The NRC deliberated on the independent consultant’s recommendations and after due deliberation, having regard to the complexity as well as the number of business verticals of FGV Group, modifications were recommended and presented to the Board. The Board approved the NRC’s recommendation for the Directors’ fees to be increased as set out in the fee structure below: Board/Board Committees Fees per annum for the period from 24 June 2021 until 23 June 2022 (RM) Proposed fees per annum for the period from 24 June 2022 until the next AGM of FGV (RM) Chairman of the Board NEDC NED Chairman of the Board NEDC NED Board 300,000.00 120,000.00 120,000.00 480,000.00 Removed 150,000.00 Chairman of the Board Committee Members of the Board Committee/ NED Chairman of the Board Committee Members of the Board Committee/ NED Audit Committee 64,000.00 32,000.00 80,000.00 40,000.00 NRC 35,000.00 20,000.00 45,000.00 30,000.00 Board Governance & Risk Management Committee 32,000.00 16,000.00 40,000.00 20,000.00 Investment Committee 32,000.00 16,000.00 40,000.00 20,000.00 Board Sustainability Committee (established on 1 September 2021) 32,000.00 16,000.00 40,000.00 20,000.00 Board Tender Committee (disbanded on 20 April 2021) 32,000.00 16,000.00 – – Other Board Committees Nil Nil 40,000.00 20,000.00 The Board also approved the NRC’s recommendation for the change in benefits payable to the Directors as set out in the remuneration structure (excluding Directors’ fees) below: Current benefits payable Proposed new benefits payable Meeting Allowance (per meeting) NEC, NEDC and NED • Local: RM2,000.00 • Overseas (Flight time <= 8 hours): RM3,000.00 • Overseas (Flight time > 8 hours): RM5,000.00 • Teleconferencing: RM2,000.00 Meeting Allowance (per meeting) NEC and NED • No changes • No changes • No changes • No changes Nil Official Business Allowance NEC and NED • Official Business allowance (RM1,000.00 per day) for the following: – attending meetings with government representatives/third parties such as consultants, bankers and advisors on behalf of the Company with an official report to the Board/Board Committees; or – official site visits (visiting projects and/or reference sites) to advise management and/or the Company with an official report to the Board/Board Committees. Other Benefits NEC • Company car allowance (RM15,000.00 per month including petrol, toll charges and car maintenance) • Driver (actual) • Club membership (RM10,000.00 per annum) • Mobile phone bills (actual) • Personal entertainment (RM24,000.00 per annum) • One (1) personal bodyguard at Chairman’s disposal within Malaysia (actual) • Medical coverage (RM100,000.00 per annum) • Group Personal Accident insurance coverage (RM200,000.00 per annum) NEDC • Deputy Chairman’s allowance (RM3,000.00 per month) • Medical coverage (RM100,000.00 per annum) • Group Personal Accident insurance coverage (RM200,000.00 per annum) NED • Medical coverage (RM100,000.00 per annum) • Group Personal Accident insurance coverage (RM200,000.00 per annum) Other Benefits NEC • One (1) company car of at least 2000cc with RM180,000.00 per annum of car utility expenses • No changes • No changes • No changes • No changes • No changes • No changes • No changes NEDC • Removed • Removed • Removed NED • No changes • No changes
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