Shaped By High Standards Of Governance 136 FGV HOLDINGS BERHAD Board Leadership and Effectiveness Principle A: RETIREMENT 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, the number nearest to one-third (1/3) with a minimum of one shall retire from office. In addition, each Director shall retire at least once in every three 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 the longest in office since his or 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’ Nonee Ashirin Dato’ Mohd Radzi was appointed as an INED of the Company on 30 June 2021. She is also the Chairman of IC, member of the NRC and a member of the AC until October 2022. On October 2022, she was appointed as a member of BSC. With more than 20 years of experience in various industries, she provides invaluable inputs from the industry and business perspectives for the Board’s discussion. Dato’ Nonee Ashirin Dato’ Mohd Radzi also took initiatives to be on the ground and build interactions with the Management despite her busy commitments as Director in other companies. Dato’ Nonee Ashirin Dato’ Mohd Radzi’s last re-election according to Clause 103 of the Company’s Constitution was at the 14th AGM on 23 June 2022. At the forthcoming 15th AGM, Dato’ Nonee Ashirin Dato’ Mohd Radzi shall retire in accordance with Clause 97 of the Company’s Constitution and she has consented to be re-elected as an INED of the Company for the ensuing years. Based on the assessment conducted by KPMG MRC as part of the BEA 2022 on Dato’ Nonee Ashirin Dato’ Mohd Radzi’s performance for the year as a Director, it was found that she fared well in terms of contribution and performance in the boardroom. Dato’ Nonee Ashirin Dato’ Mohd Radzi also fulfilled the independence criteria set out in the BNE Policy and the Bursa Securities Listing Requirements. The Board recommended Dato’ Nonee Ashirin Dato’ Mohd Radzi to be re-elected for the shareholders’ consideration. • Encik Kasmuri Sukardi was appointed as an INED of the Company on 1 July 2021. He has over 49 years of experience in various positions involving plantations agribusiness as well as in human capital and community development works. Since his appointment, Encik Kasmuri Sukardi has contributed to the Board’s mix and skills by imparting his in-depth knowledge of the industry to the Company. He is committed in delivering his role as an INED of FGV, which was translated in his time commitment to the Company by having official regular visits on the ground, giving insights and valuable sharing on improvements that can be made on the ground. He was also the Chairman of BGRMC whereby his leadership had guided the Committee in assisting the Board to fulfil its statutory and fiduciary responsibilities in relation to governance, ethics, integrity and risk management. His addition to the Board since his appointment has been imperative especially in building constructive discussion among the Board members. Encik Kasmuri Sukardi’s last re-election according to Clause 103 of the Company’s Constitution was at the 14th AGM on 23 June 2022. At the forthcoming 15th AGM, Encik Kasmuri shall retire in accordance with Clause 97 of the Company’s Constitution and he has consented to be re-elected as an INED of the Company for the ensuing years. Based on the assessment conducted by KPMG MRC as part of the BEA 2022 on Encik Kasmuri Sukardi’s performance for the year as a Director, it was found that he fared well in terms of contribution and performance in the boardroom. Encik Kasmuri Sukardi also fulfilled the independence criteria set out in the BNE Policy and the Bursa Securities Listing Requirements. The Board recommended Encik Kasmuri Sukardi to be re-elected for the shareholders’ consideration. RE-ELECTION OF DIRECTORS 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’ Shahrol Anuwar Sarman was appointed as a NINED of the Company on 17 November 2020 and has been reappointed as NINED for another two years, from 17 November 2022 to 16 November 2024. Dato’ Shahrol Anuwar Sarman was redesignated as the Company’s Chairman (Interim) with effect on 1 April 2023. He was a member of the AC whereby he was appointed on the basis of his reputation for good financial acumen, integrity and astute insights. He stepped down as AC member on 13 April 2023 to focus on his time and commitment as the Chairman (Interim) and to be in line with MCCG practices. Dato’ Shahrol Anuwar Sarman has almost 30 years of experience in banking, finance, business administration and public administration through his involvement in various government and international bodies. His attachment with the Ministry of Finance (MoF) under the National Budget Office as the National Budget Director has been an added value to FGV in steering FGV towards becoming a well governed Government Investment Linked Company (GLIC). At the forthcoming 15th AGM, Dato’ Shahrol Anuwar Sarman has consented to be re-elected as a NINED of the Company for the ensuing years in accordance with Clause 103 of the Company’s Constitution. Based on the assessment conducted by KPMG MRC as part of the BEA 2022 on Dato’ Shahrol Anuwar Sarman’s performance for the year as a Director, it was found that he fared well in terms of contribution and performance in the boardroom. The Board recommended Dato’ Shahrol Anuwar Sarman to be re-elected for the shareholders’ consideration. • Encik Azmin Che Yusoff was appointed as an INED of the Company on 13 September 2022. He is also the Chairman of the NRC and a member of the AC and IC. He is an experienced individual, having served in a senior management position of several listed entities in Malaysia. With his accounting and business management qualification, he provides invaluable inputs from the industry and strategic perspectives for the Board’s discussion. At the forthcoming 15th AGM, Encik Azmin Che Yusoff has consented to be re-elected as an INED of the Company for the ensuing years in accordance with Clause 103 of the Company’s Constitution. Based on the assessment conducted by KPMG MRC as part of the BEA 2022 on Encik Azmin Che Yusoff’s performance since his appointment as a Director, it was found that he fared well in terms of contribution and performance in the boardroom. Encik Azmin Che Yusoff also fulfilled the independence criteria set out in the BNE Policy and the Listing Requirements. The Board recommended Encik Azmin Che Yusoff to be re-elected for the shareholders’ consideration. The reasons for the Board’s support on the re-election are listed below.
RkJQdWJsaXNoZXIy NDgzMzc=