Shaped By High Standards Of Governance ANNUAL INTEGRATED REPORT 2022 135 KPMG MRC conducted one-on-one interviews with the Chairman, all participating Board members, and selected Senior Management personnel who have a close nexus to Board or Board Committee proceedings on a confidential basis to gather further insights on the responses of the assessment forms. The responses in the assessment forms as well as the responses during the interview sessions were then compiled and analysed by KPMG MRC. The results of the BEA 2022 were presented by KPMG MRC to the NRC Chairman and Chairman of the Board, and subsequently to the NRC and the Board. KPMG MRC has also produced Assessment Opportunity Cards (AOC) containing analyses of Individual Directors’ performances. The AOC was a result of the quantitative responses received from the particular Director’s self and peer assessment results by his or her peers to identify their respective areas of strengths and improvements. The Board had initiated Board Improvement Plans following the recommendations. Output of 2022 Board Evaluation: Areas of Focus Board Leadership and Effectiveness Principle A: TENURE AND RE-ELECTION OF DIRECTORS The BNE Policy provides that the term of any INED on FGV Board shall not exceed three years. Upon completion of three years’ tenure, such INED shall cease to be a Director, but may still be eligible for re-appointment to a maximum of nine years. This is to allow the composition of the Board to be refreshed periodically. For the purpose of determining the eligibility of the Directors to stand for re-election at the 15th Annual General Meeting (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 2022. An assessment of the INED independence was also conducted based on the criteria prescribed under the Bursa Securities Listing Requirements and both the NRC and the Board concurred that the INEDs standing for re-election at the forthcoming 15th 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 for the retiring Directors to stand for re-election. • The Director’s level of contribution to the Board’s deliberations through his or her skills, experience and strength in qualities. • The level of independence demonstrated by the Independent Directors and his or her ability to act in the best interest of the Company in decision making. Strategy Development The BEA also entailed a coverage on the Board’s involvement in the strategy setting process, with a focus on the efficacy of off-site strategic retreats held between the Board and Management. FGV was found to have modalities in place for the Board and Management to have generative discussions around strategy. FGV is, however, cognisant of the areas that can be revisited to further underpin the efficacy of strategic retreats as a platform for the Board and Management to enhance discussions around top-level forward outlooks, strategic imperatives, performance targets and business unit-specific implementation initiatives. The suggested areas included having compulsory dissenting alternative strategic options and engaging an external facilitator to “poke and prod” as well as to guide deliberations between the Board and Management. These reinforcements can further pave the way for more value-added two-way strategic discussions and “ways to play”. EXPLANATION AREA OF FOCUS The BEA included a comprehensive review of the current Board’s skills matrix, including the identification of any lacuna of expertise on the Board. The Board was found to have a deep expertise in the plantation sector with a good number of industry veterans. Notwithstanding this, FGV is cognisant of mechanisation and technological advancements in the plantation sector. As such, digitalisation skills have been earmarked as an emerging need for the Board moving forward. Other skills and capacity building opportunities identified include consumer products, marketing, restructuring as well as mergers and acquisitions skill sets. Board and Board Committee Composition and Configuration The BEA also highlighted that Directors are seeking to be more engaged with “on the ground” realities of FGV’s plantation sites. This allows them to glean firsthand insights of the operations and contribute tangibly during boardroom deliberations. The structure and planning of site visits by the Board is a subject of continuous improvement, with further refinement of the circulation of a yearly calendar of planned site visits to all Directors well in advance. This would not only provide sufficient lead time for Directors to plan and allocate their schedule but also foster a sense of transparency and accountability in the planning process. Information Flow and Boardroom Administration More information on the profiles of the Directors seeking re-election can be found in the Board of Director’s Profile on page 108 to 115.
RkJQdWJsaXNoZXIy NDgzMzc=