Fraser & Neave Holdings Bhd Annual Report 2021

GOVERNANCE PHILOSOPHY F&NHB is an organisation based on values and committed to high standards of business integrity and ethics. Ethical and effective leadership underpins the Board’s oversight and strategic steer. The Board embraces and promotes value-creating governance through a deliberate and structured approach. F&NHB embraces world-class business practices and robust institutional governance and risk frameworks. The Board together with management regularly reviews these practices and frameworks, always mindful of the dynamic and evolving corporate landscape, to ensure that the Company acts in the best interests of stakeholders. The Board and management believe that good governance contributes to living the corporate values through, among others, enhanced accountability, strong risk and performance management, transparency and e!ective leadership. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. BOARD RESPONSIBILITIES 1. BOARD DUTIES AND RESPONSIBILITIES In pursuing sustainable value and growth of the Group, the Board provides entrepreneurial leadership, sets strategic directions and oversees the business a!airs of the Group and management e!ectiveness. The Board is guided by a Board Charter to ensure orderly and e!ective discharge of its duties and responsibilities as set out in the Board Charter. The Board Charter further defines the respective roles of the Chairman of the Board, the Chief Executive Officer (“CEO”), the Non-Executive Directors and the Senior Independent Director. The Board Charter is available for reference on the Company’s website. Fraser & Neave Holdings Bhd (“F&NHB” or “Company”) recognises the importance of strong corporate governance and has in place sound policies, business practices and internal controls to help safeguard its assets and shareholders’ interests while building a sustainable business. The Company is guided by the principles of the Malaysian Code on Corporate Governance (“CG Code”) and the Corporate Governance Guide issued by Bursa Malaysia Berhad in its corporate governance practices, and continues to strive towards achieving a high standard of corporate governance. This statement provides an overview of the Company’s corporate governance practices throughout the financial year ended 30 September 2021 (“Financial Year 2021”) with reference to the three key principles A to C below as set out in the CG Code. This statement is to be read together with the Corporate Governance Report 2021 (“CG Report”), which is available on the Company’s website at https://fn.com.my/investors/ar2021/. The CG Report describes how the Company has applied each practice of the CG Code, any departure thereof and alternative measures taken, where applicable during the financial year under review. The Group has two sets of Charts of Authority (“COA”) i.e. Board COA and Management COA, which set out matters reserved for the Board’s approval and matters delegated to the Board Committees and management. The delegation of authority to the Board Committees, the CEO and senior management are set out in the Terms of Reference (“TOR”) of the Board Committees, the Board COA and the Management COA respectively. Among the Group’s key matters reserved for the Board’s approval are annual business plans and budgets, dividends, accounting policies, Group funding and restructuring, expenditures above certain pre-determined limits; disposal and acquisition of land, properties, equities and businesses. 2. BOARD COMMITTEES The Board has established six Board Committees, namely the Group Executive Committee (“EXCO”), Audit Committee (“AuditCom”), Nominating Commit tee (“NomCom”), Remuneration Committee (“RemCom”), Sustainability & Risk Management Committee (“SRMCom”) and Share Buy-Back Committee, all of which operate within their respective TORs, which are available for reference on the Company’s website. The Board Committees review matters within their TORs and make recommendations to the Board for approval, where relevant. The Board is kept apprised of the activities of the Board Committees through circulation of minutes of meetings of the Board Commit tees and update on meeting deliberations and outcomes by the respective chairmen of the Board Committees at meetings. Governance 123 Fraser & Neave Holdings Bhd ! Annual Report 2021 Corporate Governance Overview Statement