Shaped By High Standards Of Governance 140 FGV HOLDINGS BERHAD KEY MATTERS CONSIDERED BY THE COMMITTEE The NRC Chairman updated the Board on matters deemed to be of major importance deliberated at the NRC meetings and its recommendations. The copies of confirmed minutes of each NRC meeting were also circulated to the Board for noting at the next practicable Board meeting. Among the significant matters considered by the NRC during 2022 were as follows: PERFORMANCE REVIEW During the financial year, the Board evaluated the NRC’s performance and the extent to which the NRC met the requirements of its ToR, including the term of office and performance of the NRC and each of its members. This performance assessment constituted part of the annual BEA, pertaining to the assessment of Board Committees. The NRC Report was made in accordance with a resolution of the Board of Directors approved on 29 March 2023. Board Leadership and Effectiveness Principle A: SIGNIFICANT MATTERS HOW THE NRC PROVIDED OVERSIGHT ON THESE MATTERS 1 Appointment of a Non-Independent Non-Executive Director (Government Appointed Director) with effect from 8 April 2022 and an Independent Non-Executive Director with effect from 13 September 2022 2 Appointment of Senior Management 4 Board Improvement Plan 2022 3 Total Compensation Review Assessed the suitability of candidates, taking into account the selection criteria based on the BNE Policy. Considered the proposed appointment of Senior Management, taking into account the current and future needs of FGV, including diversity requirements. Assessed the outcome of the review made by an independent consultant and suggested the improvements needed. Revised relevant ToR based on the proposals presented by the appointed independent consultant.
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