FGV Annual Integrated Report 2022

Shaped By High Standards Of Governance 146 FGV HOLDINGS BERHAD Board Leadership and Effectiveness Principle A: SUMMARY OF WORK In 2022, the BSC reviewed the following key matters in discharging its responsibilities: FGV’S SUSTAINABILITY FRAMEWORK • Provide direction on the revision of FGV’s Sustainability Framework • Receive updates on the progress of FGV’s actions to modify the WRO • Provide direction on the steps to mitigate and address the WRO WRO BY THE US CBP FGV’S SOCIAL PROGRAMMES • Deliberate and review the steps taken by FGV to strengthen its labour practices, including updates and progress of its affiliation with the Fair Labor Association (FLA) • Deliberate on FGV’s initiatives and programmes for Gender Equality and Women’s Empowerment, and Child Rights • Deliberate on FGV’s Independent Smallholders Consultation Programme FGV’S ENVIRONMENT PROGRAMMES • Deliberate and review FGV’s Carbon Inventory and Greenhouse Gas Management • Deliberate and review FGV’s Sun Bear Conservation Programme and the establishment of wildlife corridors in FGV’s operational areas FGV’S GOVERNANCE • Deliberate on FGV’s efforts for the responsible recruitment of migrant workers • Provide direction for issues raised by the RSPO complaints panel • Deliberate on FGV’s Traceability and Supplier Management Initiatives FGV’S SUSTAINABILITY REPORT 2020/2021 • Provide inputs, feedback and direction on the theme and content of FGV’s Sustainability Report 2020/2021 • Deliberate and provide inputs on the assessment of FGV’s material sustainability matters SUSTAINABILITY CERTIFICATION • Monitor the progress of FGV’s certification progress, comprising RSPO, Malaysian Sustainable Palm Oil (MSPO) and International Sustainability and Carbon Certification (ISCC) • Oversee FGV’s compliance with sustainability certification related regulations and standards • Provide direction on any issues raised on non-compliance CLIMATE ACTION • Oversee progress and provide inputs on the Groupwide climate action plan • Monitor the progress of FGV’s commitment to the Science-Based Target initiative (SBTi). KEY MATTERS CONSIDERED BY THE COMMITTEE The BSC Chairman updated the Board on matters deemed to be of major importance deliberated at the BSC meetings and its recommendations. The copies of confirmed minutes of each BSC meeting were also circulated to the Board for noting at the next practicable Board meeting. Among the significant matters that the BSC reported to the Board were the following: SIGNIFICANT MATTERS HOW THE BSC PROVIDED OVERSIGHT ON THESE MATTERS 1 WRO by the US CBP against palm oil and palm oil products made by FGV, its subsidiaries and joint ventures Received updates on the status and progress of the selection of an independent assesor and legal counsel to address the WRO by the US CBP. 2 RSPO, MSPO and ISCC certification Monitored the progress of all FGV’s certification progress and observed our compliance with related regulations and standards. 3 Climate action Provided inputs on our integrated Groupwide Climate Action plan and our commitment to the SBTi. More information on the application of the relevant practices of the MCCG relating to sustainability can be found in the CG Report 2022, which is available online at www.fgvholdings.com. FORMALISED ETHICAL STANDARDS Our Group’s PRIDE values form the foundations of our ethical standards. In discharging its responsibilities, the Board is guided by the Directors’ Code of Ethics and Conduct (CoEC) and Directors’ Code of Business Practice (CoBP). The Directors’ CoEC and CoBP outline the ethical standards of behaviour and conduct expected from all Directors of FGV Group. FGV has also put in place a Code of Business Conduct and Ethics (COBCE) for Senior Management and employees. The COBCE guides our stakeholders in embracing the Group’s values and complying with applicable laws and regulations through honest, transparent and ethical business practices. The Board and employees of the Group strive to adhere to best practices in corporate governance and observing the highest standards of integrity and behaviour in all activities conducted by FGV, including the interaction with its customers, suppliers, employees and business partners, and within the community and environment in which FGV operates. The COBCE is made available in the Compliance Management System (internal hub) for easy access for employees and periodic awareness campaigns are conducted through roadshows and forum events. Every two years, the Group renews employees acknowledgement of the COBCE, with the last renewal held during the first quarter of 2022. The Group has also in place a Whistleblowing Policy which facilitates the FGV community to report any form of improper conduct without fear of punishment or unfair treatment. PERFORMANCE REVIEW During the financial year, the Board evaluated the BSC’s performance and the extent to which the BSC met the requirements of its ToR, including the term of office and performance of the BSC and each of its members. This performance assessment constituted part of the annual BEA, pertaining to the assessment of Board Committees.

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