176 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION The Company is seeking Shareholders’ approval on the proposed increase in Directors’ fees and proposed change in benefits payable to the Directors. The payment of the Directors’ fees and benefits payable to the Directors for the period from 24 June 2022 until the next AGM of FGV would be in accordance with the proposed new fee and remuneration structure set out above will only be made if the proposed Resolution 1, 2, 4 and 5 are passed at the 14th AGM of the Company. The payment of Board Sustainability Committee fees and meeting allowances for the period from 1 September 2021 until 23 June 2022 will be made if the proposed Resolution 3 is passed at the 14th AGM of the Company. Explanatory Note 3: Payment of Directors’ fees to the NEC The proposed Resolution 1, if passed, will allow the Company to pay: • Monthly Board fees of RM40,000.00 per month to the NEC from 24 June 2022 until the next AGM of FGV; and • Directors’ fees to the NEC from 24 June 2022 until the next AGM of FGV based on the fee structure under Explanatory Note 2. Explanatory Note 4: Payment of Directors’ fees to the NED The proposed Resolution 2, if passed, will allow the Company to pay: • Monthly Board fees of RM12,500.00 per month to each NED from 24 June 2022 until the next AGM of FGV; and • Directors’ fees to the NED from 24 June 2022 until the next AGM of FGV based on the fee structure under Explanatory Note 2. Explanatory Note 5: Payment of Board Sustainability Committee fees and meeting allowances The Board Sustainability Committee was established on 1 September 2021. Todate, no fees and meeting allowances were paid to the Board Sustainability Committee members as the Shareholders’ approval in 2021 did not include this. The proposed Resolution 3, if passed, will allow the Company to pay Board Sustainability Committee fees and meeting allowances for the period from 1 September 2021 until 23 June 2022 as follows: Board Sustainability Committee Fees per annum (RM) Chairman of the Board Committee Members of the Board Committee/NED 32,000.00 16,000.00 Meeting Allowance (per meeting) RM2,000.00 (Local & Teleconferencing) Dato’ Dzulkifli Abd Wahab had agreed to waive his fees and meeting allowances as Chairman of Board Sustainability Committee for the period from 1 September 2021 until the next AGM of FGV in 2023. Explanatory Note 6: Payment of benefits payable to the NEC The proposed Resolution 4, if passed, will allow the Company to pay benefits payable to the NEC on a monthly basis and/or as and when incurred from 24 June 2022 until the next AGM of FGV based on the remuneration structure under Explanatory Note 2. The Board is of the view that it is just and equitable for the NEC to be paid benefits payable on a monthly basis and/or as and when incurred, in recognition of the NEC’s responsibilities and services rendered to the Company. Explanatory Note 7: Payment of benefits payable to the NED The proposed Resolution 5, if passed, will allow the Company to pay benefits payable to the NED on a monthly basis and/or as and when incurred from 24 June 2022 until the next AGM of FGV based on the remuneration structure under Explanatory Note 2. The Board is of the view that it is just and equitable for the NED to be paid benefits payable on a monthly basis and/or as and when incurred, in recognition of their responsibilities and services rendered to the Company. Explanatory Note 8: Resolution 6 - Re-election of Director who retires 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 (3), the number nearest to one-third (1/3) with a minimum of one (1) shall retire from office. In addition, each Director shall retire at least once in every three (3) 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 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 forthcoming 14th AGM and is eligible for re-election as Director of the Company. He is standing for re-election as Director at the forthcoming 14th AGM and has consented to be re-elected as Director of the Company. For the purpose of determining the eligibility of the Directors to stand for re-election at the 14th AGM, the Board through its NRC had assessed each of the retiring Directors, and considered the following: • The Director’s performance and contribution based on the outcome of the Board Effectiveness Assessment (BEA) 2021; and • The Director’s level of contribution to the Board deliberations through his/her skills, experience and strength in qualities. Based on the outcome of the above assessment, the Board approved the NRC’s recommendation that Dato’ Amiruddin Abdul Satar to stand for re-election. He had abstained from deliberation and decision on his own eligibility to stand for re-election at the relevant Board meeting. Dato’ Amiruddin Abdul Satar’s profile is set out in the Statement accompanying notice of 14th AGM. The reasons for the Board’s support on his re-election is stated in the Corporate Governance Overview Statement in the Annual Integrated Report 2021. Explanatory Note 9: Resolution 7, 8, 9, 10 and 11 - Re-election of Directors who retire 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 Radzi, Dato’ Mohd Rafik Shah Mohamad, Puan Nik Fazila Nik Mohamed Shihabuddin and Encik Kasmuri Sukardi who were appointed Independent Non-Executive Directors of the Company since the last AGM shall retire at the forthcoming 14th AGM and are eligible for re-election as Directors of the Company. They are standing for re-election as Directors at the forthcoming 14th AGM and have consented to be re-elected as Directors of the Company. They have attended and successfully completed the Mandatory Accreditation Programme as required by the Listing Requirements. For the purpose of determining the eligibility of the Directors to stand for re-election at the 14th AGM, the Board through its NRC had assessed each of the retiring Directors, and considered the following: • The Director’s performance and contribution based on the outcome of the BEA 2021; • The Director’s level of contribution to the Board deliberations through his/her skills, experience and strength in qualities; and • The level of independence demonstrated by the Independent Directors, and his/her ability to act in the best interest of the Company in decision-making. An assessment of the Independent Non-Executive Directors’ independence was also conducted based on the criteriaprescribedunder theListingRequirementsandboththeNRCandtheBoardconcurredthat theIndependent Non-Executive Directors standing for re-election at the forthcoming 14th AGM have maintained their independence throughout their tenure as Directors of the Company. Based on the outcome of the above assessment, the Board approved the NRC’s recommendation that the retiring Directors to stand for re-election. The profiles of the Directors seeking re-election are set out in the Statement accompanying notice of 14th AGM. The reasons for the Board’s support on their re-election are stated in the Corporate Governance Overview Statement in the Annual Integrated Report 2021. Datuk Yatimah Sarjiman who was just appointed on 8 April 2022 shall retire at the forthcoming 14th AGM and is eligible for re-election as Director of the Company. She is also standing for re-election as Director at the forthcoming 14th AGM and will complete the Mandatory Accreditation Programme by 8 August 2022. Datuk Yatimah Sarjiman’s profile is set out in the Statement accompanying notice of 14th AGM. Explanatory Note 10: Resolution 12 – Re-appointment of Auditors The Audit Committee (AC) at its meeting held on 23 March 2022 undertook an annual assessment of the suitability and independence of the external auditors, PricewaterhouseCoopers PLT (PwC), in accordance with the revised External Auditor Policy and Procedures which was approved by the Board on 30 November 2021. In its assessment, the AC considered several factors which include the information in PwC’s 2021 Annual Transparency Report and the following: • Quality of PwC’s performance and their communications with the AC and FGV Group, based on feedback obtained via assessment questionnaires from FGV personnel who had substantial contact with the external audit team and FGV during the audit; • Adequacy of experience and resources provided to FGV Group by PwC, in terms of the firm and the professional staff assigned to the audit; and • Independence and objectivity of PwC. The AC also took into account the openness in communication and interaction with the lead audit engagement partner and engagement team through discussions at the private meetings, which demonstrated their independence, objectivity and professionalism. The AC was satisfied with the suitability of PwC based on the quality of audit, performance, competency and sufficiency of resources the external audit team provided to FGV Group. The AC was also satisfied in its review that the provisions of non-audit services by PwC to the Company for the FY2021 did not in any way impair their objectivity and independence as external auditors of FGV. The AC was also satisfied that PwC has met the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements. The Board on 4 April 2022 approved the AC’s recommendation for the Shareholders’ approval to be sought at the 14th AGM on the re-appointment of PwC as Auditors of the Company for the financial year ending 31 December 2022. The present Auditors, PwC, have indicated their willingness to continue their services for another year. EXPLANATORY NOTES ON SPECIAL BUSINESS: Resolution 13 - Proposed Mandates The proposed Resolution 13, if passed, will allow the Company and/or its subsidiary companies to enter into arrangements/transactions involving the interests, direct or indirect, of the Related Parties, which are recurrent transactions of a revenue or trading nature necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business on normal commercial terms which are not more favourable to the related party than those generally available to the public and are not detrimental to the minority Shareholders of the Company. Detailed information on the Proposed Mandates is set out in the RRPT Circular. Notice of 14th Annual General Meeting
RkJQdWJsaXNoZXIy NDgzMzc=