Shaped By High Standards Of Governance 160 FGV HOLDINGS BERHAD Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders Principle C: FINANCIAL REPORTING AND DISCLOSURE The Board of FGV is fully committed to provide a fair and objective assessment of the Group’s financial position and prospects in all of its financial reports, including the Quarterly Financial Results, Audited Financial Statements (AFS), Annual Integrated Report and other reports released by the Group. All announcements by the Group are issued in a timely manner, and our financial statements comply with the requirements set out in the MFRS, IFRS, Bursa Securities Listing Requirements, Companies Act 2016, and relevant laws and regulations in the countries in which FGV operates. To ensure accuracy and fairness in our financial reports, the Audit Committee conducts a thorough review of the AFS and quarterly reports that are reviewed by FGV external auditors. In addition, we take seriously our responsibility to provide shareholders, investors, and regulatory authorities with a comprehensive and transparent overview of our financial performance. ANNUAL INTEGRATED REPORT This is FGV’s eighth Annual Integrated Report and eleventh Annual Report, a testament to our commitment to transparency and accountability since our listing on Bursa Securities on 28 June 2012. The Annual Integrated Report offers a comprehensive overview of the Group’s operations and financial performance in 2022, demonstrating our dedication to delivering value to our stakeholders through responsible and sustainable business practices. PLANS FOR 2023 In 2023, the governance priorities to support and align with FGV’s business strategies and plans will be as follows: • Seek and evaluate opportunities with FGV’s project risk assessment tools to grow its businesses through selective and value accretive corporate transactions. • Reinforce and improve FGV’s Enterprise Risk Management (ERM), Group Corporate Governance and ESG; Anti-Bribery and Whistleblowing mechanisms are being enhanced, extending the relevant policies to international subsidiaries or new businesses, improving vendor management and reviewing existing risk registers. • Review and enhance internal policies and procedures relating to Board matters. STATEMENT BY THE BOARD The Board has deliberated, reviewed and approved this Statement and, save as disclosed, is satisfied that the Group has considered all obligations under the relevant paragraphs of the Bursa Securities Listing Requirements, Companies Act 2016, MCCG, Bursa Securities’ Corporate Governance Guide and other applicable laws and regulations throughout the financial year ended 31 December 2022. The Board confirms that for the year ended 31 December 2022, the principles of good corporate governance contained in the MCCG 2021 have been consistently applied. Our explanations for departures of certain principles are provided below. PRACTICE SUMMARY EXPLANATIONS Practice 5.10 The BNE Policy has a provision on diversity for the Board that includes gender. However, there was no gender diversity policy for Senior Management. FGV is committed to provide equal opportunity in recruitment and career growth regardless of ethnicity, culture, age and gender. FGV is also committed to integrating a gender perspective to fulfil the Group’s responsibility in respecting human rights. In 2022, FGV become a signatory of the Women’s Empowerment Principles developed by the United Nations Global Compact and United Nations Women. There are four women in the Group Management Committee of FGV. Practice 8.2 FGV believes that the disclosure of Senior Management’s remuneration in detail may be detrimental to its business interests given the competitive human resource environment for the knowledge and experience of such personnel in FGV. However, the names of the top five Senior Management whose remuneration is in the bands of RM50,000 are disclosed on page 144 of this report. The Board is committed to cultivate a responsible organisation and will regularly review and refine the Group’s corporate governance practices to maintain a sensible and solid framework for effective governance in the interest of the shareholders and stakeholders. This Statement was made in accordance with a resolution of the Board of Directors approved on 29 March 2023. More information on the Statement on Directors’ Responsibility in respect of preparation of FGV’s AFS is set out on page 1 of the AFS Report.
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