Shaped By High Standards Of Governance ANNUAL INTEGRATED REPORT 2022 129 Board Leadership and Effectiveness Principle A: SUSTAINABILITY GOVERNANCE FGV places sustainability as its foremost priority and firmly commits to it. The Board of Directors, which is ultimately responsible for managing the Group, provides guidance and leadership on sustainability matters. Sustainability is anchored in the Business Plan and represents an integral part of FGV’s corporate culture, as reflected in the relentless drive towards an all-inclusive approach of value creation for all stakeholders, while actively balancing socioeconomic and environmental demands. To support the Board in managing the Group, several focused committees have been established, including committees dedicated to sustainability. A dedicated governance structure has been put in place with clear reporting lines to ensure the Group Sustainability Policy (GSP) is implemented in a manner consistent with its intended spirit. The Board Sustainability Committee (BSC) was established to emphasise FGV’s commitment in prioritising Environmental, Social, and Governance (ESG) considerations in its operations. As a Board committee, the BSC oversees the development of the GSP and sustainability strategies, and exercises governance over their implementation. It monitors progress and provides insights and advice to ensure that the Group’s goals and objectives are achieved. The BSC also reviews the Sustainability Report and any other related information that could have a significant financial and/or reputational impact on the Group. The BSC is supported by the Sustainability Steering Committee, a management committee that includes representatives from various GMC members. The Sustainability Steering Committee helps to integrate sustainability principles and practices throughout FGV and is responsible for the effective implementation of the Company’s sustainability initiatives. The Group CEO serves as the chair of the Sustainability Steering Committee. The Board currently comprises three Non-Independent Non-Executive Directors (NINED) and five Independent Non-Executive Directors (INED). The Board delegates some of its responsibilities to the AC, NRC, BGRMC, BSC and IC. Each of these Committees has its own Terms of Reference (ToR) and its effectiveness is assessed annually as part of the evaluation process. The Board also delegates operational matters to the Group CEO, except for certain matters reserved for the Board as set out in the Board Charter. The roles of Chairman, Group CEO and Senior Independent Non-Executive Director are separately held, well defined and set out in the Board Charter as well as regularly reviewed by the Board. AUTHORITY LIMITS The Board’s delegation of powers to the Board Committees and the Group CEO are stipulated in the Board approved Group’s Limits of Authority (LOA) and are aligned with the Board Charter. The limits establish a sound framework of authority and accountability within the Group, including segregation of duties, which facilitate timely, effective and quality decision making at the appropriate levels in the Group’s hierarchy. ACCESS TO INFORMATION AND ADVICE The Board has full and unrestricted access to anyone in the Group in order to conduct any investigation and obtain any information pertaining to the Group, including access to the Company’s auditors and consultants. The Board may also seek relevant internal and external independent professional advice at the expense of the Company. The Board strives to encourage a paperless environment for all Board and Board Committees meetings, where digital access is given to meeting papers to save on the distribution of hard copies. The agendas and meeting papers are distributed in advance, to provide the Board and Board Committee members with sufficient time to review the matters for deliberation and allow for effective discussion and decision making during the meeting. Upon conclusion of the Board and Board Committee meetings, the discussions and deliberations including, any dissenting views and decisions of the Board and Board Committee meetings are well documented in the minutes in a clear, accurate and complete manner, including matters where Directors abstained from voting or deliberation. BOARD OVERSIGHT More information on the Board’s ToR and the Board Charter can be found on our website, www.fgvholdings.com.
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