With Transparency Embedded In Our Business Practices 194 FGV HOLDINGS BERHAD Practice Details Applied/Departure/ Adopted/Not Adopted/Not Applicable Page PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS 7.1 The board has remuneration policies and procedures to determine the remuneration of directors and senior management, which takes into account the demands, complexities and performance of the company as well as skills and experience required. The remuneration policies and practices should appropriately reflect the different roles and responsibilities of non-executive directors, executive directors and senior management. The policies and procedures are periodically reviewed and made available on the company’s website. Applied 141-144 7.2 The board has a Remuneration Committee to implement its remuneration policies and procedures including reviewing and recommending matters relating to the remuneration of board and senior management. The Remuneration Committee has written Terms of Reference which deals with its authority and duties and these Terms are disclosed on the company’s website. Applied 138-144 8.1 There is detailed disclosure on named basis of the remuneration of individual directors. The remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind and other emoluments. Applied 142-143 8.2 The board discloses on a named basis the top five senior management’s remuneration component including salary, bonus, benefits in-kind and other emoluments in bands of RM50,000. Departure 144 8.3 (Step Up) Companies are encouraged to fully disclose the detailed remuneration of each member of senior management on a named basis. Not Adopted PRINCIPLE B : EFFECTIVE AUDIT AND RISK MANAGEMENT 9.1 The Chairman of the Audit Committee is not the Chairman of the board. Applied 108, 131, 147 9.2 The Audit Committee has a policy that requires a former partner of the external audit firm of the listed company to observe a cooling-off period of at least three years before being appointed as a member of the Audit Committee. Applied 147 9.3 The Audit Committee has policies and procedures to assess the suitability, objectivity and independence of the external auditor to safeguard the quality and reliability of audited financial statements. Applied 150 9.4 (Step Up) The Audit Committee should comprise solely of independent directors. Not Adopted 131, 147 9.5 Collectively, the Audit Committee should possess a wide range of necessary skills to discharge its duties. All members should be financially literate, competent and are able to understand matters under the purview of the Audit Committee including the financial reporting process. All members of the Audit Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules. Applied 137, 147 CG Report 2022 10.1 The board should establish an effective risk management and internal control framework. Applied 161-169 10.2 The board should disclose the features of its risk management and internal control framework, and the adequacy and effectiveness of this framework. Applied 161-169 10.3 (Step Up) The board establishes a Risk Management Committee, which comprises a majority of independent directors, to oversee the company’s risk management framework and policies. Adopted 131, 153 11.1 The Audit Committee should ensure that the internal audit function is effective and able to function independently. Applied 151-152 Application of the Principles and Practices of the Malaysian Code on Corporate Governance 2021 (MCCG 2021)
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