Fraser & Neave Holdings Bhd Annual Report 2019

WWW . F N . C O M . M Y 098 F R A S E R & N E A V E H O L D I N G S B H D I. BOARD RESPONSIBILITIES 1. BOARD DUTIES AND RESPONSIBILITIES The Board provides entrepreneurial leadership, sets strategic directions and oversees the business affairs of the Group and management effectiveness. The Board is guided by a Board Charter, which sets out the duties and responsibilities of the Board. 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. 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. The Board conducts regular review of the Charter and COAs to ensure they remain consistent with the Board’s objectives and in line with the applicable rules, laws and regulations. 2. BOARD COMMITTEES The Board has established six Board Committees, namely: 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. The Board is kept apprised of the activities of the Board Committees through circulation of minutes of meetings of the Board Committees and update on meeting deliberations and outcomes by the respective chairmen of the Board Committees at meetings. 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 2019 (“Financial Year 2019”) and is to be read together with the Corporate Governance Report 2019 (“CG Report”), which is available for reference on the Company’s website at www.fn.com.my/investors/ar2019. 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. Board Leadership and Effectiveness (refer to details of Principle A on pages 098 to 105) Effective Audit and Risk Management (refer to details of Principle B on pages 106 and 107) Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders (refer to details of Principle C on page 107) Group Executive Committee (“EXCO”) 01 Audit Committee (“AuditCom”) 02 Remuneration Committee (“RemCom”) 04 Share Buy-Back Committee 06 Nominating Committee (“NomCom”) 03 Sustainability & Risk Management Committee (“SRMCom”) 05 PRINCIPLE A PRINCIPLE B PRINCIPLE C BOARD LEADERSHIP AND EFFECTIVENESS PRINCIPLE A CORPORATE GOVERNANCE OVERVIEW STATEMENT