Fraser & Neave Holdings Bhd Annual Report 2019

WWW . F N . C O M . M Y 100 F R A S E R & N E A V E H O L D I N G S B H D CORPORATE GOVERNANCE OVERVIEW STATEMENT 7. STRATEGIES PROMOTING SUSTAINABILITY The Board is responsible for formulating on-going programmes to promote sustainability, where attention is given to environmental, social and governance aspects of business which underpins sustainability. The SRMCom provides oversight and approves strategic initiatives and policies for the sustainability agenda of the Company and reports to the Board regularly. The SRMCom, at its quarterly meetings, receives regular updates on the Group’s sustainability agenda. Details of the corporate sustainability of the Group are presented in the Sustainability Report. II. BOARD COMPOSITION 1. BOARD COMPOSITION The Company’s Constitution provides for the Board to compose of a maximum of eleven Directors. Y.Bhg. Datuk Kamaruddin bin Taib was appointed as an Independent Non-Executive Director on 8 November 2018. Puan Aida binti Md Daud was re-designated as an Independent Non-Executive Director on 10 December 2018 following her cessation as a nominee director of Permodalan Nasional Berhad. Following the aforesaid changes, the present Board comprises eleven Non-Executive Directors whose varied skills and vast experience are relevant to the business operations of the Group. The mix of Directors on the current Board is broadly balanced to reflect the interests of the controlling shareholder and minority shareholders. Of the eleven Directors, six are Independent Directors and five are Non-Independent Directors including the Chairman and four nominees of the controlling shareholder, Fraser and Neave, Limited. 2. INDEPENDENCE OF DIRECTORS The Board recognises the importance of independence and objectivity in its decision-making process. The Independent Directors who are professionals of high calibre and integrity and possess in- depth knowledge of the Group’s business, bring their independent and objective views and judgement to Board deliberations. The Company has a Policy on Independence of Directors, which specifies the considerations taken into account by the Board to assess the independence of each Independent Director. The policy sets out the test of independence that will be used to determine the independence of Directors and the disclosure of information in the Company’s annual report. Independent Directors will provide the Board with an annual confirmation of their independence based on the criteria set out in the policy. The Board through the NomCom will assess the independence of Directors upon appointment and annually and will re-assess determinations of independence when any new interests or relationships are disclosed by Directors. During the Financial Year 2019, the Board through the NomCom engaged an external consultant, Aon Hewitt Singapore Pte Ltd to perform a self/peer evaluation of all Directors including the Independent Directors and was satisfied that the Independent Directors continued to exercise independent and objective judgement and acted in the interest of the Company and its stakeholders. The Board also recognises that an extended time on the Board may impair a Director’s independence and takes cognisance of the recommendations of the CG Code regarding tenure of Independent Directors. The aforesaid policy limits the tenure of an Independent Director to nine years. Upon completion of the nine years, an Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non-Independent Director. 3. BOARD DIVERSITY The Board acknowledges the importance of Board diversity to the effective functioning of the Board. The Board has adopted a Board Diversity Policy, which is available on the Company’s website. Differences in thought, perspective, knowledge, skills, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender will be considered in determining the optimum Board composition. A Board Skills Matrix has been used as reference for the Directors’ improvement and succession planning. The Board as a whole possesses a diverse set of skills, experience and expertise in relation to food and beverages business, financial and accounting, legal practice, human resource and labour relations, strategy and analytics, sales and marketing, information technology, corporate governance, risk management and internal controls, which are necessary to govern the Group. In terms of nationality diversity, 73% of the current eleven Directors are Malaysians and 27% are foreigners. 45% of the Directors are between the ages of 45 to 60 and the remaining 55% are above 60 years old. 18% of the Board are women Directors. The Board endeavours to increase its women representation to 30% by 2020.