Shaped By High Standards Of Governance 138 FGV HOLDINGS BERHAD NOMINATION AND REMUNERATION COMMITTEE REPORT Board Leadership and Effectiveness Principle A: The NRC comprises exclusively of Non-Executive Directors and the majority are INEDs. Encik Azmin Che Yusoff, who is an INED, became the Chairman of NRC on 17 October 2022. Dato’ Mohd Rafik Shah Mohamad was the Chairman of the NRC from 6 September 2021 until 16 October 2022 prior to the appointment of Encik Azmin Che Yusoff on 17 October 2022. The Board believes that the current NRC composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all shareholders and to meet the needs of the Group. FGV has put in place its fit and proper policy, i.e. the BNE Policy, which formalises its policies on Board Composition, Independence, Conflict of Interest and Board Assessment. The BNE Policy was established to ensure that any person to be appointed as Director of FGV shall possess the necessary character, integrity, competency, skills and commitment, taking into account the mix of skills, independence and diversity required to meet the needs of the Group. The BNE Policy prohibits nomination of an Active Political Person (i.e. Members of Parliament, State Assemblymen, Supreme Council Members of a political party or members who hold a position at divisional level in a political party) to be a Director of FGV. Further explanation of the BNE Policy, inclusive of the Board’s nomination and election process and the selection criteria used by the NRC, is published in Practice 5.5 of the CG Report 2022. All appointments of INEDs are sourced from an independent party, with consideration to the fit and proper policy, the needs of the Board and diversity of experience, skill and gender. As part of the appointment process and in line with the fit and proper policy as per the BNE Policy, a background search on the criminal records, integrity and solvency status were conducted by the Company Secretary before the proposal for appointment was tabled to the Board for approval. The performance evaluation, i.e. the BEA 2022, on the effectiveness of the Board as a whole, the Board Committees and the individual Directors was conducted in accordance with Paragraph 15.08A(3)(c) of the Bursa Securities Listing Requirements. The BEA 2022 process is described in detail on pages 134 to 135 of this Report. The BNE Policy states that FGV shall adopt Board diversity that includes gender. In 2022, there were three women on the Board, making up 33% of the composition of the Board. Azmin Che Yusoff Chairman (INED) Datuk Yatimah Sarjiman Member (NINED) Dato’ Mohd Rafik Shah Mohamad Member (Senior INED) Dato’ Nonee Ashirin Dato’ Mohd Radzi Member (INED) Nik Fazila Nik Mohamed Shihabuddin Member (INED) Appointed on 17 October 2022 Appointed on 6 September 2021 Appointed on 1 July 2021 Appointed on 30 June 2021 Appointed on 8 April 2022 More information on the NRC’s ToR can be found on our website, www.fgvholdings.com. This Report is to be read together with the CG Report 2022, also available on our website.
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