FGV Annual Report 2018

371 UPHELD THE HIGHEST STANDARDS OF DISCLOSURE 01 02 05 03 07 06 04 08 09 ANNUAL INTEGRATED REPORT 2018 APPLICATION OF THE PRINCIPLES AND PRACTICES OF THE MALAYSIAN CODE ON CORPORATE GOVERNANCE 2017 (MCCG 2017) Practice Details Applied / Departure/ Adopted/ Not Adopted Page* PRINCIPLE B : EFFECTIVE AUDIT AND RISK MANAGEMENT 8.1 The Chairman of the Audit Committee is not the Chairman of the board. Applied 59, 60, 76 8.2 The Audit Committee has a policy that requires a former key audit partner to observe a cooling-off period of at least two years before being appointed as a member of the Audit Committee. Applied 81 8.3 The Audit Committee has policies and procedures to assess the suitability, objectivity and independence of the external auditor. Applied 78, 80-81 8.4 (Step up) The Audit Committee should comprise solely of Independent Directors. Not Adopted - 8.5 Collectively, the Audit Committee should possess a wide range of necessary skills to discharge its duties. All members should be financially literate and are able to understand matters under the purview of the Audit Committee including the financial reporting process. Applied 59, 60, 69-70, 76 All members of the Audit Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules. 9.1 The board should establish an effective risk management and internal control framework. Applied 96-104 9.2 The board should disclose the features of its risk management and internal control framework, and the adequacy and effectiveness of this framework. Applied 96-104 9.3 (Step up) The board establishes a Risk Management Committee, which comprises a majority of independent directors, to oversee the company’s risk management framework and policies. Adopted 84-88 10.1 The Audit Committee should ensure that the internal audit function is effective and able to function independently. Applied 48, 82-83 10.2 The board should disclose– • whether internal audit personnel are free from any relationships or conflicts of interest, which could impair their objectivity and independence; • the number of resources in the internal audit department; • name and qualification of the person responsible for internal audit; and • whether the internal audit function is carried out in accordance with a recognised framework. Applied 78, 82-83 PRINCIPLE C : INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS 11.1 The board ensures there is effective, transparent and regular communication with its stakeholders. Applied 1, 14, 15, 19-21, 53-55, 93-94 11.2 Large companies are encouraged to adopt integrated reporting based on a globally recognised framework. Applied 1, 2, 95 12.1 Notice for an Annual General Meeting should be given to the shareholders at least 28 days prior to the meeting. Applied 374 12.2 All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management and other committees provide meaningful response to questions addressed to them. Departure - 12.3 Listed companies with a large number of shareholders or which have meetings in remote locations should leverage technology to facilitate– • voting including voting in absentia; and • remote shareholders’ participation at General Meetings. Departure - Detailed explanation on the application/departure/adoption of the principles and practices of the MCCG 2017 are explained in our Corporate Governance Report, which is available on our website, www.fgvholdings.com