Shaped By High Standards Of Governance 132 FGV HOLDINGS BERHAD Board Leadership and Effectiveness Principle A: CHAIRMAN • Lead the Board to consider, challenge, support and oversee the Company’s strategy and implementation • Ensure that the Board as a whole plays a full and constructive part in the development of strategy and that there is a sufficient time for discussion • Promote and provide oversight on the achievement of the Company’s purpose, values and culture to enable transparency, debate and challenge • Ensure effective engagement between the Board, its shareholders and other key stakeholders, as well as understanding stakeholders’ views • Lead the review on Board’s effectiveness • Ensure periodic discussion by the Board without Management’s presence GROUP CEO • Adapt and execute the Group’s strategy and commercial objectives in response to changing market conditions and risks • Drive operational and financial performances of the Group • Keep the Chairman and the Board appraised of important and strategic issues faced by the Group • Ensure the Company’s business is conducted with the highest governance standards, in keeping with the Company’s values • Establish good communication with the Board, employees and other stakeholders • The Group CEO’s profile is disclosed on page 119 of this Report SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR • Provide a ‘sounding board’ for the Chairman and act as an intermediary for Non-Executive Directors when necessary • Available to the shareholders as required as an alternative contact to the Chairman • Act as an independent point of contact in the Group’s whistleblowing procedures NON-EXECUTIVE DIRECTORS • Provide an external perspective and constructive challenge • Monitor the performance of the Group’s strategy within the Risk Management Framework • Review the integrity of financial reporting and ensure the financial controls and ensure the risk management system are robust • Determine appropriate levels of remuneration for Senior Management • Develop and implement strategy, operational plans, policies and procedures • Monitor operational and financial performance • Monitor risks and opportunities • Ensure appropriate employees resourcing and development GMC ROLES AND RESPONSIBILITIES • Qualified Company Secretary who plays an advisory role to the Board • Monitor the developments in corporate governance • Assist the Board in applying best practices to meet the Board’s needs and stakeholders’ expectations • The Company Secretary’s profile is disclosed on page 125 of this Report COMPANY SECRETARY
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