CG Report 2023

NA
CORPORATE GOVERNANCE REPORT
STOCK CODE : 5029

COMPANY NAME : FAR EAST HOLDINGS BERHAD
FINANCIAL YEAR : December 31, 2023
OUTLINE:
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES

PURSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA
MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)
of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the
Exchange that are required to comply with the above Guidelines.
1
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the
company.
Practice 1.1
The board should set the company’s strategic aims, ensure that the necessary resources are
in place for the company to meet its objectives and review management performance. The
board should set the company’s values and standards, and ensure that its obligations to its
shareholders and other stakeholders are understood and met.
Application : Applied
Explanation on : The Board believes that sound and effective corporate practices are
fundamental to the smooth, effective and transparent operation of Far East
application of the Holdings Berhad (“FEHB” or “Company”) and its ability to attract investment,
practice protect the rights of shareholders and stakeholders and enhance shareholders
value.
The Board is mindful to protect the interests of its shareholders and

stakeholders. In discharging its duties effectively, the Board is guided by its
Terms of Reference (“Board Charter”) which sets out the roles and
responsibilities of the Board. The Board Charter serves as a source of
reference and primary induction literature to provide insight to prospective
Board Members and Senior Management. The Board Charter is reviewed
periodically or on as and when necessary to keep it up to date with changes in
regulations and best practices and ensure its effectiveness and relevance to the
Board’s objectives. The Board Charter is accessible on our website
www.fehb.com.my.
The principal role of the Board is to protect and enhance long-term

shareholders’ value. It sets the overall strategy for the Group and management.
It also ensures that good corporate governance policies and practices are
implemented within the Group. In the course of discharging its duties, the Board
acts in good faith, with due diligence and care, and in the best interests of the
Company and its shareholders.
The Board is aware that an effective Board essentially comprising Directors

who are fully committed, well informed and who possess diverse skill and
experience relevant to the business that could contribute effectively to the
growth of the Company.
As stipulated in the Board Charter, the Board has targeted to meet at least five
(5) times a year, with additional meetings convened as and when necessary.
Explanation for :
departure
Large companies are required to complete the columns below. Non-large companies are
encouraged to complete the columns below.
2
Measure :
Timeframe :
3
Intended Outcome
company.
Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance
practices, leadership and effectiveness of the board is appointed.
Explanation on : The Chairman of the Board for financial year ended 31 December 2023 is a
Group Executive Chairman and he was redesignated as Group Chairman of
application of the the Board on 1 January 2024.
practice
The role of the Group Executive Chairman and the Senior Executive Director,
Plantations & Milling as well as Executive Director/Chief Operating Officer are
separated and clearly defined, as stipulated in the Board Charter so as to
ensure that there is a balance of power and authority. The Group Executive
Chairman is responsible for ensuring Board effectiveness and conduct, whilst
the Senior Executive Director, Plantations & Milling has overall responsibility for
the plantation and milling operating units, organisational effectiveness and
implementation of Board policies and decisions. The Executive Director/Chief
Operating Officer is responsible for the corporate matters of the Company
covering amongst other corporate matters, financial, operation, governance,
secretarial and human resource. The existing Group Chairman has never been
a Chief Executive Officer of the Company. Under his stewardship, the Board is
encouraged to practice healthy debate on any agenda tabled. Each one of the
Board members is allowed to express his/her opinion or views which is debated
openly until a collective decision is made. The Chairman of the Board has
played his role effectively to ensure that all resolutions are made after careful
deliberation and discussion.
The key roles and accountabilities of the Group Chairman include:-

(1) Providing governance in matters requiring corporate justice and integrity;
(2) Managing Board communications and board effectiveness and effective
supervision over management;
(3) Creating conditions for good decision making during Board and
Shareholders’ meetings;
(4) Ensuring Board proceedings are in compliance with good conduct and
best practices;
(5) Protecting the interest of all stakeholders and providing such information
as deemed appropriate;
(6) Maintaining good contact and effective relationships with external
parties, investing public, regulatory agencies and trade associations;
(7) Ensuring that sufficient and accurate information are provided to the
Board in a timely manner to facilitate decision making process;
(8) Ensuring compliance with all relevant regulations and legislations;
(9) Maintaining effective relations with external agencies such as regulatory
bodies, government agencies, investing public and other trade
associations and institutions; and
(10) Appraise business opportunities which are of potential benefit to the
Group.
Explanation for :
departure
4
Measure :
Timeframe :
5
Intended Outcome
company.
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Explanation on : The positions of the Group Chairman and the CEO are held by different
individuals. During financial year 2023, the Chairman is YH Dato’ Sri
application of the Kamaruddin bin Mohammed, Mr Tee Cheng Hua is the Senior Executive
practice Director, Plantations and Milling and YH Dato’ Asmin binti Yahya is the
Executive Director/Chief Operating Officer.
The role of the Group Executive Chairman and the Senior Executive Director,
Plantations & Milling as well as Executive Director/Chief Operating Officer are
separated and clearly defined, as stipulated in the Board Charter so as to
ensure that there is a balance of power and authority. The Group Executive
Chairman is responsible for ensuring Board effectiveness and conduct, whilst
the Senior Executive Director, Plantations & Milling has overall responsibility for
the plantation and milling operating units, organisational effectiveness and
implementation of Board policies and decisions. The Executive Director/Chief
Operating Officer is responsible for the corporate matters of the Company
covering amongst other corporate matters, financial, operation, governance,
secretarial and human resource.
The key role of Executive Director amongst others, include:-
(a) Developing the strategic direction of the Company and its subsidiaries (“the
Group”);
(b) Providing directions in the implementation of short and long term business
plans;
(c) Providing strong leadership i.e. effectively communicating a vision,
management philosophy and business strategy to the employees;
(d) Ensuring high performance and productivity of top management by
creating conditions for top management motivation, performance
management and professional development;
(e) Ensuring compliance with all relevant legislation and regulations by
reviewing policies and monitoring compliance;
(f) Developing effective relations with significant external agencies such as
regulatory bodies, government agencies, investing public and other trade
associations and institutions;
(g) Appraise business opportunities which are of potential benefits to the
Group;
(h) Ensuring that the Group’s strategies and corporate policies are effectively
implemented;
(i) Ensuring that Board decisions are implemented and Board directions are
adhered to;
(j) Responsible for the day-to-day management of the Group to ensure to that
it is effectively managed with all powers, discretions and delegations
authorised from time to time by the Board;
(k) Keeping the Board fully informed of all important aspects of the Group’s
operation and ensuring sufficient information is distributed to Board
Members; and
(l) Ensure any other relevant information or matters are brought to the
attention of the Board in an accurate and timely manner.
Explanation for :
departure
6
Measure :
Timeframe :
7
Intended Outcome
company.
Practice 1.4
The Chairman of the board should not be a member of the Audit Committee, Nomination
Committee or Remuneration Committee
Note: If the board Chairman is not a member of any of these specified committees, but the board
allows the Chairman to participate in any or all of these committees’ meetings, by way of
invitation, then the status of this practice should be a ‘Departure’.
Explanation on : The Chairman of the Board is not a member of any Board Committee so that
the objectivity of the Board and Chairman is maintained when deliberating on
application of the the observations and recommendations put forth by the Board Committees.
practice
Explanation for :
departure
Measure :
Timeframe :
8
Intended Outcome
company.
Practice 1.5
The board is supported by a suitably qualified and competent Company Secretary to provide
sound governance advice, ensure adherence to rules and procedures, and advocate
adoption of corporate governance best practices.
Explanation on : Puan Noor Anisah binti Sabarudin is a licentiate of Companies Commission of

Malaysia. The qualifications of the Company Secretary is as prescribed under
application of the Section 235(2) of the Companies Act 2016 and has the requisite experience
practice and competency in company secretarial services.
The Company Secretary plays an important advisory role, and is a source of

information and advice to the Board and Committees on issues relating to
compliance with laws, rules, procedures and regulations effecting the Company
and Group.
The Company Secretary organises and attends all Board and Board Committee
meetings and is responsible to ensure that meetings are properly convened
and accurate and proper records of the proceedings and resolutions passed
are taken and maintained at the Registered Office of the Company.
Every quarter, the Company Secretary would send a memo to the Directors,
Management and affected persons on closed period dealing process and
procedure to assist them in complying with the MMLR.
All Directors have right of access to the Company Secretary as stipulated in the
Board Charter.
Explanation for :
departure
Measure :
Timeframe :
9
Intended Outcome
company.
Practice 1.6
Directors receive meeting materials, which are complete and accurate within a reasonable
period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a
timely manner.
Explanation on : All Directors are provided with formal schedule of matters and a set of
necessary Board papers in advance at least five (5) days prior to the respective
application of the Board meetings.
practice
The minutes of meetings are prepared and circulated to the Directors for review
within fourteen (14) days after the meeting. Fundamental questions raised and
key points discussed during the meeting were recorded, including declaration
of interest of the Directors on any resolution by the Directors. The minutes
would be confirmed by the Board at the next meeting and signed by the
Chairman.
Explanation for :
departure
Measure :
Timeframe :
10
Intended Outcome
There is demarcation of responsibilities between the board, board committees and
management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
The board has a board charter which is periodically reviewed and published on the
company’s website. The board charter clearly identifies–
 the respective roles and responsibilities of the board, board committees,
individual directors and management; and
 issues and decisions reserved for the board.
Explanation on : The Board is guided by the company’s Terms of Reference (“Board Charter”)
which sets out the roles and responsibilities of the Board. The Board Charter is
application of the reviewed periodically or on as and when necessary to keep it up to date with
practice changes in regulations and best practices and ensure its effectiveness and
relevance to the Board’s objectives. The Board Charter is accessible on our
website www.fehb.com.my and was last revised on 31 March 2022.
In discharging its fiduciary duties in respect of the Group, the Board is

responsible to the following:-
a. Duties and Responsibilities
The Board assumes, amongst others, following duties and responsibilities:-

(1) Reviewing and adopting the overall strategic plans and programme for
the Company and Group;
(2) Overseeing and evaluating the conduct of business of the Company and
Group;
(3) Identifying principal risk and ensuring implementation of a proper risk
management system to manage such risk. This includes reviewing
procedures to identify the main risk associated with the Group’s business
and the implementation of appropriate systems to manage these risks;
(4) Establishing a succession plan;
(5) Reviewing the adequacy and the integrity of the management information
and internal control systems of the Company and Group including
systems for compliance with applicable laws, regulations, rules,
directives and guidelines;
(6) Board composition, processes and performance with the guidance from
the Nomination Committee;
(7) Promote better investor relations and shareholder’s communications;
(8) Ensure that the Group’s vision, mission, objectives and shareholders’
interest are met;
(9) Establish such committees, policies and procedures as required to
effectively discharge the Board’s roles and responsibilities;
(10) Monitoring and reviewing policies and processes relating to occupational
health and safety, compliance with laws, and the maintenance of high
ethical standards;
(11) Ensure that the Group has the appropriate corporate governance
structures in place including standards of ethical behavior and promoting
a culture of corporate responsibility; and
(12) Performs such other functions as are prescribed by law or are assigned
to the Board.
11
b. Matters Reserved for the Board
The following are matters which are specifically reserved for the Board:-
(1) Appointment of a Chairman of the Board of Directors and Company;
(2) Appointment/removal of Directors;
(3) Appointment and removal of Company Secretary;
(4) Establishment of Board Committees, their membership and delegated
authorities;
(5) Approval of interim dividend and recommendation of final dividend for
shareholders’ approval;
(6) Approval of annual budgets including capital expenditure and monitoring
against actual performance, including variance reporting;
(7) Approval of corporate plan and programme;
(8) Approval of new ventures and businesses;
(9) Approval of material acquisitions and disposals of undertakings and
properties;
(10) Approval of the limits of authority for the Company and Group;
(11) Approval of the Audited Financial Statements;
(12) Calling of meetings of shareholders;
(13) Review of corporate governance principles and policies;
(14) Formulate direction and strategy, including a review of such exercise;
(15) Assessing risk management issues and resolution;
(16) Formulating and monitoring of key company policies;
(17) Evaluating senior management’s performance;
(18) Determining corporate disclosure and announcements;
(19) Maintaining investor and stakeholder relations;
(20) Deliberate on all litigation matters that may be instituted against the
Company and on such litigation actions that the Company may take
against any third party;
(21) Review of whistle blowing reports if applicable; and
(22) Any other specific matters as may brought to the Board from time to time.
Explanation for :
departure
Measure :
Timeframe :
12
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.1
The board establishes a Code of Conduct and Ethics for the company, and together with
management implements its policies and procedures, which include managing conflicts of
interest, preventing the abuse of power, corruption, insider trading and money laundering.
The Code of Conduct and Ethics is published on the company’s website.
Explanation on : The Directors are guided by the Code of Ethics as stipulated in part of the
Board Charter as published in the website www.fehb.com.my
application of the
practice Board members are required to observe the Directors’ Code of Conduct and
Ethics (“the Code”) as follows:-
(a) Compliance at all times with the Code and the Board Charter;
(b) Observe high standards of Corporate Governance at all times;
(c) Adhere to the principles of selflessness, integrity, objectivity,
accountability, openness, honesty and leadership;
(d) Will act honestly, in good faith and in the best interest of the Company
and Group at all time;
(e) Owe a fiduciary duty to the Company and Group as a whole;
(f) Have a duty to practice due care and diligence in fulfilling the functions of
office and exercising the powers attached to that office;
(g) Will undertake diligent analysis of proposals placed before the Board;
(h) Will act with a level of skill expected from Directors of a public listed
company;
(i) Will use the authorities of office for appropriate purpose in the best
interest of the Company and Group as a whole;
(j) Will demonstrate commercial wisdom in decision making;
(k) Will not make improper use of information acquired as Directors;
(l) Will not disclose non-public information except where disclosure is
authorised by the Board or legally mandated;
(m) Will not use price sensitive non-public information, which can affect the
price of the securities of the Company and/or related listed companies
when it becomes publicly known (“Inside Information”), for personal
benefits. The Board will not trade in securities or provide information to
others to trade in securities of the Company and/or related listed
companies until the Inside Information is publicly released. The Board will
also not trade in securities in any other companies where they have
Inside Information which they obtain in the performance of their duties;
(n) Will keep confidential information received in the course of the exercise
of their duties and recognise that such information remains the property
of the Company and Group and that it is improper to disclose it, or allow
it to be disclosed, unless that disclosure has been authorised by the
Board, or is required by law;
(o) Will not take improper advantage of the position of Director or use the
position for personal gain or to compete with the Company and Group;
(p) Will not take advantage of the Company and Group’s property or use
such property for personal gain or to compete with the Company and
Group;
(q) Will protect and ensure the efficient use of the Company or Group’s
assets for legitimate business purposes;
13
(r) Will disclose to the Board any interests which conflict with the interest of
the Company and Group and will comply with the guidelines set out;
(s) Will make reasonable enquiries as to whether the Company and Group is
operating efficiently, effectively and legally towards achieving its goals;
(t) Will not engage in conduct likely to bring discredit upon the Company
and Group. The Board will make available their specific expertise as
required from time to time to the Company and Group. The Board will
encourage fair dealing by all employees with the Company and Group’s
customers, suppliers, contractors, competitors and other employees;
(u) Should ensure adequate safety measures and provide proper protection
to workers and employees at the workplace;
(v) Should at all time promote professionalism and improve the competency
of management and employees of the Company and Group;
(w) Should ensure effective use of natural resources, and improve quality of
life by promoting corporate social responsibilities. Should be proactive to
the need of the community and to assist in society-related programmed
in line with the aspirations of the concept of “Caring Society” adopted by
the Company; and
(x) Have an obligation, at all times, to comply with the spirit, as well as the
text of the law and the principles of this Charter.
(All Directors must adhere to the Company’s adoption of Anti-Bribery and
Anti-Corruption Policies in line with Section 17A of Malaysian Anti-
Corruption Commission (MACC) Act 2009)
Explanation for :
departure
Measure :
Timeframe :
14
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.2
The board establishes, reviews and together with management implements policies and
procedures on whistleblowing.
Explanation on : The Company has established a Whistleblower Policy in response to

Whistleblower Protection Act 2010 which could be reviewed in detail at our
application of the website www.fehb.com.my. The Group’s Whistleblowing Policy established in
practice 2016 was further revised in 2019 provides an avenue for employees and
stakeholders dealing with the Group with proper procedure to disclose or raise
genuine concerns on possible improprieties, improper conduct or other
malpractices within the Group. It gives an appropriate communication and
feedback channel which facilitates whistleblowing in a transparent and
confidential manner. The Whistleblower Policy is posted on the Company’s
website for ease of access for reporting by employees, associates and third
parties of the Group.
The purpose of this Policy is to:-

(a) promote the importance of detecting Improper Conduct;
(b) encourage the reporting of Improper Conduct and any other matters that
may cause financial or non-financial loss to FEHB or tarnish the
reputation of FEHB; and
(c) help to protect people who report Improper Conduct in good faith from
discrimination, harassment and retaliation.
Explanation for :
departure
Measure :
Timeframe :
15
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic
manner to support its long-term strategy and success.
Practice 4.1
The board together with management takes responsibility for the governance of
sustainability in the company including setting the company’s sustainability strategies,
priorities and targets.
The board takes into account sustainability considerations when exercising its duties
including among others the development and implementation of company strategies,
business plans, major plans of action and risk management.
Strategic management of material sustainability matters should be driven by senior

management.
Explanation on : At Far East Holdings Berhad (“FEHB” or “the Group"), we established a strong
governance structure in place to supervise and manage sustainability issues as
application of the part of the Group’s commitment to promoting and enhancing an integrated
practice management on sustainability. The Board of Directors holds the highest
authority and is responsible for the Group’s Sustainability Agenda as well as its
performance on sustainability matters. Our Sustainability Agenda guides FEHB
towards becoming a sustainable and integrated palm oil player over the long-
term, including achieving complete Malaysia Sustainability Palm Oil (“MSPO”)
certification and International Sustainability and Carbon Certification (“ISCC”).
Explanation for :
departure
Measure :
Timeframe :
16
Intended Outcome
Practice 4.2
The board ensures that the company’s sustainability strategies, priorities and targets as well
as performance against these targets are communicated to its internal and external
stakeholders.
Explanation on : Throughout the years, in order to pursue our Sustainability Agenda, FEHB has
continued to engage with all rightful stakeholders. Comprehensive stakeholder
application of the engagements have been conducted in various and interactive manner to
practice identify key material matters. Stakeholder engagement methods are employed
to capture feedbacks and opinions from both internal and external stakeholders
pertaining to the importance and impacts of economic, environmental and
social risks and opportunities that are deemed crucial to sustainable
development. As it provides vital insights for continual improvement in the
delivery of our products and services and for sustainable business growth,
regular engagement with stakeholders for a varied yet insightful range of
perspectives and views in relation to products, services and corporate practices
are of paramount importance to the Group. We also communicate sustainable
matters via Company’s website www.fehb.com.my.
Explanation for :
departure
Measure :
Timeframe :
17
Intended Outcome
Practice 4.3
The board takes appropriate action to ensure they stay abreast with and understand the
sustainability issues relevant to the company and its business, including climate-related risks
and opportunities.
Explanation on : For the sake of our future generations, sustainability is a journey of continuous
improvement where we embrace change and seek to do better in addressing
application of the climate-related risks. We acknowledge that more could be done towards
practice sustainable growth. We will continue our efforts in creating a shared
environment that not only secures future agricultural growth and quality
products, but also addresses the collective needs of our stakeholders as well
as the environment.
Considering the importance of sustainability agenda, the Board had resolved

that the issues of Environmental, Social & Governance to be deliberated at
Board’s Committee, thus the Board has established the Risk Management &
Environmental, Social & Governance Committee effective 23 February 2023.
Additionally, the Board placed a greater emphasis on sustainability matters

relevant to the Group’s business as proven when the Directors had participated
training/seminar to stay abreast with sustainability matters.
Explanation for :
departure
Measure :
Timeframe :
18
Intended Outcome
Practice 4.4
Performance evaluations of the board and senior management include a review of the
performance of the board and senior management in addressing the company’s material
sustainability risks and opportunities.
Explanation on : The Board and the Senior Management have performed their respective roles
in addressing material sustainability risks and opportunities. The performance
application of the evaluation of the Board in addressing the Company’s material sustainability
practice was evaluated through the annual Board’s Effectiveness Evaluation for the
assessment year 2023 as the Company adopted a biennial assessment.
Explanation for :
departure
Measure :
Timeframe :
19
Intended Outcome
Practice 4.5- Step Up

The board identifies a designated person within management, to provide dedicated focus to
manage sustainability strategically, including the integration of sustainability considerations
in the operations of the company.
Note: The explanation on adoption of this practice should include a brief description of the
responsibilities of the designated person and actions or measures undertaken pursuant to the role
in the financial year.
Application : Adopted
Explanation on : Sustainability and Governance Division at Head Office had been established
and headed by Encik Mohd Hafidz bin Shamsudin, having a plantation
adoption of the background and well versed with the industry to address the operations of the
practice estate within limits of sustainability consideration.
The Head of Sustainability and Governance also leads the Sustainability

Taskforce in providing stewardship and guidance on relevant key sustainability
matters of the Company and to guide the Company in meeting the economic
environmental and social sustainability.
The Sustainability and Governance Division reports to the Board Committee

namely the Risk Management and Environmental, Social & Governance
Committee.
20
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into
account diverse perspectives and insights.
Practice 5.1
The Nomination Committee should ensure that the composition of the board is refreshed
periodically. The tenure of each director should be reviewed by the Nomination Committee
and annual re-election of a director should be contingent on satisfactory evaluation of the
director’s performance and contribution to the board.
Explanation on : The Nominating and Remuneration Committee (“NRC”) assists the Board in
assessing the effectiveness of the Board as a whole, the Board committees as
application of the well as the performance of each Director. There is also a peer assessment and
practice self-assessment of individual directors. The results of the assessment and
areas which require improvement were compiled and reviewed by the NRC
which were then submitted together with its recommendation to the Board for
consideration and approval. Overall, the Board is satisfied with the
performance, roles and responsibilities of the Directors. The Board identified
key areas that require enhancement and other areas where the Board could
further solidify its strength. The Board would consider engaging independent
experts periodically to facilitate the objective and conduct board evaluations, as
stipulated within the Board Charter if needed.
Explanation for :
departure
Measure :
Timeframe :
21
Intended Outcome
Practice 5.2
At least half of the board comprises independent directors. For Large Companies, the board
comprises a majority independent directors.
Application : Departure
Explanation on : The Board composition is well structured of nine (9) directors with three (3)
Independent Directors serving on the Board.
application of the
practice
Explanation for : The Audit Committee comprises a totally Independent Directors and served as
an important source of advice for the Board by providing viable
departure recommendations to address pertinent key issues. The Board also undertakes
an annual assessment on the overall independence to ensure that it is not
impaired in anyway. The interested Directors also abstain from any deliberation
and decision-making pertaining to the issues relating to their interests.
This practice has been embedded in Clause 13.0 of the Board Charter.
Measure : Ongoing review of the composition of the Board
Timeframe : Others Ongoing
22
Intended Outcome
Practice 5.3
The tenure of an independent director does not exceed a cumulative term limit of nine years.
Upon completion of the nine years, an independent director may continue to serve on the
board as a non-independent director.
If the board intends to retain an independent director beyond nine years, it should provide
justification and seek annual shareholders’ approval through a two-tier voting process.
Explanation on : The Company had adopted a policy that Independent Director should not serve
the Company for more than nine (9) years.
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
23
Intended Outcome
Practice 5.4 - Step Up

The board has a policy which limits the tenure of its independent directors to nine years
without further extension.
Note: To qualify for adoption of this Step Up practice, a listed issuer must have a formal policy
which limits the tenure of an independent director to nine years without further extension i.e.
shareholders’ approval to retain the director as an independent director beyond nine years.
Explanation on : This is evidenced as stated in the Board Charter and has been the Company’s
practice whereby none of the previous Directors serve as Independent Director
adoption of the for more than nine (9) years.
practice
24
Intended Outcome
Practice 5.5
Appointment of board and senior management are based on objective criteria, merit and with
due regard for diversity in skills, experience, age, cultural background and gender.
Directors appointed should be able to devote the required time to serve the board effectively.
The board should consider the existing board positions held by a director, including on
boards of non-listed companies. Any appointment that may cast doubt on the integrity and
governance of the company should be avoided.
Explanation on : The principal role of the Board is to protect and enhance long-term shareholder
value. It sets the overall strategy for the Group and management. It also
application of the ensures that good corporate governance policies and practices are
practice implemented within the Group. In the course of discharging its duties, the
Board acts in good faith, with due diligence and care, and in the best interests
of the Company and its shareholders.
The Board is aware that an effective Board essentially comprise Directors who
are fully committed, well informed and who possess diverse skill and
experience relevant to the business that could contribute effectively to the
growth of the Company.
The Nomination and Remuneration Committee (“NRC”) ensured that

assessment and evaluation of candidate is made thoroughly. In its selection of
suitable candidates, the NRC refers to the Board selection criteria. All
candidates to the Board are first considered by the NRC taking into
consideration the mix of skills, competencies, experience, integrity, personal
attributes and time commitment required to effectively fulfill his or her role as a
director. Diversity in terms of age, gender and ethnicity is also considered
during the selection process. Directors’ Fit and Proper Policy is also used as
guidelines for Board selection criteria.
Explanation for :
departure
Measure :
Timeframe :
25
Intended Outcome
Practice 5.6
In identifying candidates for appointment of directors, the board does not solely rely on
recommendations from existing board members, management or major shareholders. The
board utilises independent sources to identify suitably qualified candidates.
If the selection of candidates was based on recommendations made by existing directors,

management or major shareholders, the Nominating Committee should explain why these
source(s) suffice and other sources were not used.
Explanation on : In identifying candidates for appointment of Directors, the Board with the
recommendation of Nomination and Recommendation Committee (“NRC”)
application of the assess and evaluate the candidate whether they meet the requirements set
practice eventhough the candidate is based on the recommendations from existing
Board members.
The NRC is responsible for recommending new nominees to fill vacancies on

the Board as well as Board Committees. All nominees are initially considered
by the NRC taking into consideration the required mix of skills, competencies
as guided by the Directors’ Fit and Proper Policy and experience as well as
other required qualities such as commitment of time, integrity and
professionalism before they are recommended to the Board for consideration
and approval. The Board would consider recommendation from independent
sources should the candidate fit the necessary skill sets and experience.
Explanation for : For the financial year 2023, no appointment of new Directors was made. The
Board is in the opinion that an independent source to identify other suitable
departure candidate will be used if needed. However, the Board is aware of the
governance requirements for appointments of Directors and it always acts in
the best interest of the Company based on a principle that balances the needs
of the Company and the requirements of good corporate governance.
Measure : Notwithstanding the above, the Company would endeavour to enhance the
Board selection process and will utilise the independent sources for selection of
candidates, if the need arises.
Timeframe : Others For future appointment
26
Intended Outcome
Practice 5.7
The board should ensure shareholders have the information they require to make an
informed decision on the appointment and reappointment of a director. This includes details
of any interest, position or relationship that might influence, or reasonably be perceived to
influence, in a material respect their capacity to bring an independent judgement to bear on
issues before the board and to act in the best interests of the listed company as a whole.
The board should also provide a statement as to whether it supports the appointment or
reappointment of the candidate and the reasons why.
Explanation on : It has been a practice of the company to highlight the Directors who seek re-
election in the Statement Accompanying Notice of AGM and details of
application of the Individual Director is circulated to the Shareholders.
practice
The details of the Directors includes their interest, position, experience and
relationship as set out in the Directors’ Profile in the Annual Report 2023.
Explanation for :
departure
Measure :
Timeframe :
27
Intended Outcome
Practice 5.8
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.
Explanation on : The Nomination and Remuneration Committee is chaired by Non-Independent

Director, Mr Tee Kim Tee @ Mr Tee Ching Tee.
application of the
practice
Explanation for : Mr Tee Kim Tee @ Mr Tee Ching Tee has more than fifty three (53) years
experience in the agriculture industry and specifically in the oil palm sector. Mr
departure Tee Kim Tee @ Tee Ching Tee has been focused in steering the Nomination
and Remuneration Committee to ensure that it runs in the best interest of the
company and shareholders at large.
The Chairman of Nomination and Remuneration Committee is conscious of his

differing roles in the Board and in the Nomination and Remuneration
Committee. All issues before recommending to the Board are thoroughly
deliberated at the committee levels which involved the participation of the other
two independent directors. All recommendations by the Committee to the Board
have been arrived at unanimously and this would eliminate the risk of self-
review and self-interest.
Measure : The Company after review intends to maintain current practice.
Timeframe : Others The Company will continue to review

the need for application of this Practice
on an annual basis
28
Intended Outcome
Practice 5.9
The board comprises at least 30% women directors.
Explanation on : The Board of FEHB comprises 22% of women Directors i.e Dato’ Asmin binti
Yahya and Miss Ng Yee Kim. The Board acknowledges the importance of
application of the boardroom diversity and the establishment of a gender diversity policy. The
practice Board with the recommendation of Nomination and Remuneration Committee
had meticulously selected women Directors to fill the vacancy with the
appointment of Dato’ Asmin binti Yahya and Miss Ng Yee Kim.
Explanation for : The Board acknowledges that the recommendation of Practice 5.9 of the
Malaysian Code on Corporate Governance (“MCCG”) with regard to the 30%
departure women representation on the Board has yet to be fully adopted.
Nevertheless the Company has continued to practice gender diversity in its
management, whereby 33% of its Senior Management comprise women.
Please provide an alternative practice and explain how the alternative
practice meets the intended outcome.
Measure : The Board will continuously seeking the suitably female candidate to fill the
vacancy.
Timeframe : Others The Company will continue to review

the suitable candidate.
29
Intended Outcome
Practice 5.10
The board discloses in its annual report the company’s policy on gender diversity for the
board and senior management.
Explanation on : The Board acknowledges the importance of boardroom diversity and the
establishment of Gender Diversity. Currently 22% of Directors are women for
application of the FEHB. Additionally, at Senior Management, 33% of the positions are women.
practice
Explanation for :
departure
Measure :
Timeframe :
30
Intended Outcome
Stakeholders are able to form an opinion on the overall effectiveness of the board and
individual directors.
Practice 6.1
The board should undertake a formal and objective annual evaluation to determine the
effectiveness of the board, its committees and each individual director. The board should
disclose how the assessment was carried out its outcome, actions taken and how it has or
will influence board composition.
For Large Companies, the board engages an independent expert at least every three years,
to facilitate objective and candid board evaluation.
Note: For a Large Company to qualify for adoption of this practice, it must undertake annual board
evaluation and engage an independent expert at least every three years to facilitate the
evaluation.
Explanation on : The Board has done an individual assessment of Directors as well as the
Committee and its composition with the standard criteria set and assessment is
application of the carried out annually for the past years and starting 2021, the assessment will
practice be carried out biennially. The last exercise was done for the financial year
2023.
Explanation for :
departure
Measure :
Timeframe :
31
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 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.
Explanation on : The Company has in place a remuneration framework in determining the

remuneration of the Executive Directors and Senior Management which is
application of the designed to enable the Company to attract and retain experienced and
practice knowledgeable individuals of the calibre needed to support the Company’s
operations and expansion plans in line with its mission of delivering the best
return to its shareholders.
The Nomination and Remuneration Committee (“NRC”) recommends to the

Board the remuneration package for the Executive Directors and Senior
Management which is structured on the basis of linking rewards to corporate
and individual performance.
The remuneration package of the NED is determined by the Board as a whole

on the recommendation of the NRC. The NEDs are remunerated by way of
fees and allowances. Remuneration payable to the Directors, including any
reviews of remuneration, is subject to shareholders’ approval at the AGM.
Explanation for : NA
departure
NA
Measure : NA
Timeframe : NA NA
32
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 7.2
The board has a Remuneration Committee to implement its policies and procedures on
remuneration including reviewing and recommending matters relating to the remuneration of
board and senior management.
The Committee has written Terms of Reference which deals with its authority and duties and
these Terms are disclosed on the company’s website.
Explanation on : The Nomination and Remuneration Committee (“NRC”) for the FYE 2023
consists of one (1) Non-Independent Director and two (2) Independent
application of the Directors. The Committee is responsible for setting the policy framework and
practice for making recommendations to the Board on remuneration and other terms of
employment for member of the Board and senior management. During the year
under review, the NRC held three (3) meetings.
The NRC package is structured on the basis of linking rewards to financial and
individual performance.
The Nomination and Remuneration Committee comprises the following

members:-
Mr Tee Kim Tee @ Tee Ching Tee

Non-Independent, Non-Executive Director
Encik Nik Mohamed Zaki bin Nik Yusoff

Independent, Non-Executive Director
Ms Ng Yee Kim
The Terms of Reference of Remuneration Committee is disclosed at

www.fehb.com.my
Explanation for :
departure
Measure :
Timeframe :
33
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration
the company’s performance.
Practice 8.1
There is detailed disclosure on named basis for the remuneration of individual directors. The
remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind
and other emoluments.
Explanation on : The detail of the remuneration for the Directors for the financial year ended 31
December 2023 is as per appendix.
application of the
practice
34
Company (‘000) Group (‘000)
No Name Directorate
emoluments
emoluments
Benefits-in-
Benefits-in-
Allowance
Allowance
Bonus
Bonus
Salary
Salary
Other
Other
Total
Total
kind
kind
Fee
Fee
Dato’ Sri
Executive
1 Kamaruddin bin 140 49 832 1,672 28 2 2,723 545 169 832 1,672 28 2 3,248
Director*
Mohammed
Executive
2 Tee Cheng Hua 80 36 414 669 28 - 1,227 375 152 685 759 28 - 1,999
Director
Dato’ Asmin binti Executive
3 80 36 355 640 11 - 1,122 270 123 355 640 11 - 1,399
Yahya Director
Non-Executive
Dato’ Suhaimi bin Non-
4 80 31 - - - 15 126 80 31 - - - 15 126
Mohd Yunus Independent
Director
Datuk Mohd Afrizan Independent
5 80 40 - - - 35 155 80 41 - - - 35 156
bin Husain Director
Non-Executive
Tee Kim Tee @ Tee Non-
6 80 33 - - - 16 129 335 125 289 88 - 16 853
Ching Tee Independent
Director
Non-Executive
Non-
7 Tee Lip Teng 80 31 - - - 10 121 80 31 - - - 10 121
Independent
Director
Nik Mohamed Zaki Independent
8 80 41 - - - 29 150 80 41 - - - 29 150
bin Nik Yusoff Director
Independent
9 Ng Yee Kim 80 41 - - - 28 149 80 41 - - - 28 149
Director
Note: *Redesignation to Non-Executive Director effective 1 January 2024.
35
Intended Outcome
Practice 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.
Application : Applied – the company discloses the remuneration of members senior

management who are not members of the board
Explanation on : The detail of the remuneration for the Senior Management for the financial year
ended 31 December 2023 is as per appendix.
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
36
Company
No Name Position
Salary Allowance Bonus Benefits Other emoluments Total
Nazaruddin bin Hasim Plantation Controller

1 200,001-250,000 0-50,000 150,001-200,000 0-50,000 0-50,000 400,001-450,000
Adnan bin Mustafa Senior Regional Manager

2 100,001-150,000 0-50,000 50,001-100,000 0-50,000 0-50,000 200,001-250,000
Manager, Secretarial &

Noor Anisah binti Sabarudin
3 Corporate Affairs 150,001-200,000 0-50,000 100,001-150,000 0-50,000 0-50,000 300,001-350,000
Rosliha binti Husin Manager, Finance

4 100,001-150,000 0-50,000 100,001-150,000 0-50,000 0-50,000 250,001-300,000
Norfadli bin Mahrom Manager, Internal Audit

5 50,001-100,000 0-50,000 50,001-100,000 0-50,000 0-50,000 150,001-200,000
Head of Division, Sustainability

Mohd Hafidz bin Shamsudin
6 & Governance 50,001-100,000 0-50,000 0-50,000 0-50,000 0-50,000 100,001-150,000
37
Intended Outcome

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.
Explanation on : The detail of the remuneration for the Senior Management for the financial year
ended 31 December 2023 is as per appendix.
adoption of the
practice
38
Company (‘000)
Other emoluments
No Name Position
Allowance
Benefits
Bonus
Salary
Total
Nazaruddin bin Hasim Plantation Controller 203 4 184 16 - 407
1
Adnan bin Mustafa Senior Regional Manager 126 7 93 5 - 231

2
Manager, Secretarial &

Noor Anisah binti Sabarudin 161 14 139 7 - 321
3 Corporate Affairs
Rosliha binti Husin Manager, Finance 132 11 120 7 - 270

4
Norfadli bin Mahrom Manager, Internal Audit 93 3 84 7 - 187

5
Head of Division,
Mohd Hafidz bin Shamsudin 83 2 46 7 - 138
6 Sustainability & Governance
39
Intended Outcome
There is an effective and independent Audit Committee.
The board is able to objectively review the Audit Committee’s findings and
recommendations. The company’s financial statement is a reliable source of information.
Practice 9.1
The Chairman of the Audit Committee is not the Chairman of the board.
Explanation on : The Chairman of Audit Committee is not the Chairman of the Board.
application of the The member of Audit Committee is as follow:-
practice
Datuk Mohd Afrizan bin Husain
Chairman

Member
Ms Ng Yee Kim
Member
departure
NA
Measure : NA
Timeframe : NA NA
40
Intended Outcome
Practice 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.
Explanation on : No appointment had been made from key audit partner.

application of the
practice
departure
NA
Measure : NA
Timeframe : NA NA
41
Intended Outcome
Practice 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.
Explanation on : The Audit Committee reviews issues on accounting policies, key audit matters
highlighted by the external auditor, quarterly report, audited accounts, financial
application of the reporting, monitors the work of the Internal Audit function and ensures an
practice objective and professional relationship is maintained with the external auditors.
The Audit Committee has full access to the auditors both internally and
externally who, in turn, have access at all times to the Chairman of the Audit
Committee.
departure
NA
Measure : NA
Timeframe : NA NA
42
Intended Outcome

The Audit Committee should comprise solely of Independent Directors.
Explanation on : The members of Audit Committee is solely of Independent Directors comprising

adoption of the the following:-
practice Datuk Mohd Afrizan bin Husain
Chairman

Member
Ms Ng Yee Kim
Member
43
Intended Outcome
Practice 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.
Explanation on : The members of the Audit Committee comprised at least one member with the
application of requisite accounting qualification based on the MMLR. Members of the Committee
are financially literate. They continuously keep themselves abreast with the latest
the practice
development in the new accounting and auditing standards and the impact it may
have on the Group through briefings by the management and the external auditors.
The Company maintains a policy for Directors to receive trainings at Company’s

expense.
The courses and training programmes attended by Audit Committee members in

2022 is as follow:-
No Name Course Attended Date

Attended
1. Datuk Mohd Afrizan Malaysia Insolvency Conference 2023 21.07.2023
bin Husain
National Tax Conference 2023 01.08.2023 -
02.08.2023
Audit Committee Conference 14.09.2023
Persidangan Juruaudit Koperasi 07.11.2023
Mandatory Accreditation Programme 16.11.2023 -

Part II: Leading for Impact 17.11.2023
Auditing Standard ISQM 1 - Guide & 24.11.2023

Illustrative Manual (IGIM)
2024 Budget Seminar 13.12.2023
ESG Reporting and Disclosure 18.12.2023

(ACCA)
44
2. Nik Mohamed Zaki RHB Investor Forum -Political 18.01.2023
bin Nik Yusoff Stability: Mirage or Oasis?
RHB Forum -Economic & Institutional 11.07.2023

Reform Post GE15

Securities Commission’s AOB 27.11.2023

Conversation with Audit Committees
3. Ng Yee Kim A Dialogue with Bursa Malaysia - 14.04.2023
FTSE4GOOD ESG Rating for All
PLCs
Advancing Cyber Resilience: Board's 25.05.2023

Top 3 Must-Knows
The Shifts & Shocks Reshaping the 15.07.2023

Global Economy
The Evolution of the Internet - The 16.07.2023

Metaverse & Decentralised Finance
(Defi)
Navigating the Rising Tide Of 08.09.2023

Financial Crime & Technology

Managing Turnaround Situations for 02.11.2023

PLCs
Securities Commission’s AOB 27.11.2023

Conversation with Audit Committees
departure
Measure : NA
Timeframe : NA NA
45
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.
Practice 10.1
The board should establish an effective risk management and internal control framework.
Explanation on : The Company has established a separate stand-alone Risk Management and
application of the Environmental, Social & Governance Committee (“Risk Management and ESG
Committee) effective 1 January 2020 (the Committee was previously known as
practice
Audit and Risk Management Committee).
The Risk Management and ESG Committee comprises Non-Executive

members of the Boards. FEHB had established a Risk Management and ESG
Committee with a primary objective to assist the Board in the discharge of its
statutory and fiduciary responsibilities by identifying significant risks and
ensuring that the Group Risk Management Framework includes the necessary
policies and mechanisms to manage the overall risk exposures of the Group.
The Group focuses on managing two types of risks (i.e.: strategic and
operational). Strategic risks are caused by events that are external to the
Group but have a significant impact on its strategic decisions or activities.
Operational risks are inherent in the day-to-day operation or activities within the
business units. The top six (6) business risks that were rated as Significant and
Medium are as follows:-
(1) Unfavourable Weather Condition
(2) Over-dependence on Foreign Workers
(3) Yield Determining Factor in Oil Palm
(4) Fluctuation of Crude Palm Oil Prices
(5) Environment, Social & Governance
(6) Factors Contributing to Oil Losses in Crude Palm Oil
Explanation for :
departure
Measure :
Timeframe :
46
Intended Outcome
Practice 10.2
The board should disclose the features of its risk management and internal control
framework, and the adequacy and effectiveness of this framework.
Explanation on : The Board of Directors is committed to maintaining a sound system of internal

control to safeguard shareholders’ investment and the Group’s assets and to
application of the review its adequacy and integrity. The system of internal control covers not only
practice financial matters but also operational, compliance and risk management.
The Board also recognises that a sound system of internal control can only
reduce but not eliminate the possibility of poor judgement in decision making,
human error, control process being deliberately circumvented by employees,
management overriding controls and the occurrence of unforeseeable
circumstances. Accordingly, the system could provide only reasonable but not
absolute assurance against material misstatement, operational failures, fraud
or loss.
The Audit Committee of the Group perform regular risk management

assessments and through the Internal Audit Department, review the internal
control processes, and evaluate the adequacy and effectiveness of the risk
management and internal control system. The Committee also seeks the
observations of the independent external auditors of the Group.
The Risk Management and ESG Committee is also established to assist the
Board in discharge of its statutory and fiduciary responsibilities and also
approved by the Board to address risks and environmental, social and
governance (ESG) issue by identifying significant risks and ensuring that the
Group Risk Management Framework includes the necessary policies and
mechanism to manage the overall risk exposures of the Group. For detailed
information, please refer to the Statement on Risk Management and Internal
Control in the Annual Report of the Company.
departure
NA
Measure : NA
Timeframe : NA NA
47
Intended Outcome

The board establishes a Risk Management Committee, which comprises a majority of
independent directors, to oversee the company’s risk management framework and policies.
Explanation on : The Risk Management and ESG Committee comprises :-

adoption of the Chairman Dato’ Suhaimi bin Mohd Yunus
practice Non-Independent, Non-Executive Director
Members Datuk Mohd Afrizan bin Husain

Tee Lip Teng

Non-Independent, Non-Executive Director
Tan Keh Feng

Independent Member
48
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.1
The Audit Committee should ensure that the internal audit function is effective and able to
function independently.
Explanation on : The Group has established an Internal Audit Department to assist the Audit
Committee in the discharge of its duties and responsibilities. Its role is to
application of the provide independent and objective reports on the organisation’s management,
practice records, accounting policies and controls to the Board. The Internal Audit
function includes evaluation of the processes by which significant risks are
identified, assessed and managed. Such audits are carried out to ensure
internal controls are appropriate, effectively applied and within acceptable risk
exposures consistent with the Group’s risk management policy. The Internal
Audit Department reports directly to the Audit Committee and its findings and
recommendations are communicated to the Board.
The management shall formulate remedial actions to rectify weaknesses

identified in the audit process.
departure
NA
Measure : NA
Timeframe : NA NA
49
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.2
The board should disclose–
 whether internal audit personnel are free from any relationships or conflicts of
interest, which could impair their objectivity and independence;
 the number of resources in the internal audit department;
 name and qualification of the person responsible for internal audit; and
 whether the internal audit function is carried out in accordance with a recognised
framework.
Explanation on : The Internal Audit Department is headed by Encik Norfadli bin Mahrom. His
application of the qualification is disclosed in the Company’s Annual Report.
practice Internal Audit Department had adequate resources to carry out its duties during
the year 2023. The internal and external auditors had conducted meetings to
discuss on issues pertaining to the principal risks, follow-up actions taken by
the management and also scopes/areas of audit to be covered by both parties.
departure
NA
Measure : NA
Timeframe : NA NA
50
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.1
The board ensures there is effective, transparent and regular communication with its
stakeholders.
Explanation on : The Annual General Meeting (“AGM”) is the principal forum for dialogue with
individual shareholders and investors. It is a crucial mechanism in shareholder
application of the communication for the Company. At the Company’s AGM, which is generally
practice well attended, shareholders have direct access to the Board and are given the
opportunities to ask questions during open question and answer session prior
to the motion moving for approval of the Company’s Audited Reports and
Financial Statements and Directors’ Report for the financial year. The
shareholders are encouraged to ask questions both about the resolutions being
proposed or about the Group’s operations in general. Where it is not possible to
provide the questions with immediate answer to a significant question, the
Chairman will undertake to provide him/her with a written answer after the
AGM.
The Company’s e-mail address [email protected] is one of the means to

communicate with the Company. The Board has appointed Encik Nik Mohamed
Zaki bin Nik Yusoff, Senior Independent, Non-Executive Director as a Director
responsible for Investor Relationship. Any queries with regard to the Group
may be communicated to him. His e-mail address is
[email protected]. Shareholders may also contact the Company
Secretary or visit our website www.fehb.com.my for further information.
departure
NA
Measure : NA
Timeframe : NA NA
51
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.2
Large companies are encouraged to adopt integrated reporting based on a globally
recognised framework.
Explanation on : The Company has continuously maintained transparent, thorough and concise
communication with all stakeholders to enable them to make informed
application of the decisions with respect to their business with the Company.
practice
The Board of Directors advocates reporting material information about the
Company’s strategy, governance, performance and prospects which reflects
the commercial, social and environmental context within which it operates.
Essentially, the Company’s report explains the components involved in value

creation of the Company and addresses the key elements of the Integrated
Reports.
Explanation for : The Board is of the view that the current reporting in Annual Report 2023 has
provided the financial and non-financial information in a comprehensive
departure overview to the shareholders and stakeholders. As such, the Board would keep
in abeyance of the need to adopt the International Integrated Reporting
Framework until a time to be determined later.
The comprehensive financial and non-financial information in the Annual
Report, including Corporate Governance Report and Sustainability Statement,
has provided adequate and user-friendly information to the stakeholders.
Measure : The Board will consider adopting the integrated reporting at an appropriate time
in the future tentatively for FY 2025.
Timeframe : Others Expected Financial year 2025
52
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.
Practice 13.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days
prior to the meeting.
Explanation on : The 28 days requirement is complied with as the Notice of Meeting is to be sent
out on 26 April 2024 and the AGM is scheduled to be held on 12 June 2024.
application of the
practice
departure
NA
Measure : NA
Timeframe : NA NA
53
Intended Outcome
Practice 13.2
All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management
and other committees provide meaningful response to questions addressed to them.
Explanation on : All the Board Members normally attended the General Meetings unless due to
unforeseen circumstances. The forthcoming AGM will be held on 12 June
application of the 2024.
practice
departure
NA
Measure : NA
Timeframe : NA NA
54
Intended Outcome
Practice 13.3
Listed companies should leverage technology to facilitate–
• voting including voting in absentia; and
• remote shareholders’ participation at general meetings.
Listed companies should also take the necessary steps to ensure good cyber hygiene
practices are in place including data privacy and security to prevent cyber threats.
Explanation on : The Annual General Meeting of the company is held in Kuantan, Pahang at a
centrally accessible location. Adequate notice of meeting is given to all
application of the shareholders and shareholders who are unable to make the journey and attend
practice the general meeting may submit the proxy forms to the Company to enable
their proxy to attend, participate, speak and to vote on their behalf at the
general meetings. Shareholders can also submit any question or query prior to
the general meetings either by email or facsimile to the Company as the given
address.
Explanation for : The Board is of the view that participation of the shareholders in the physical
meeting are well attended.
departure
Measure : The Board will assess the need from time to time to conduct hybrid meeting.
Timeframe : Others Financial Year 2024
55
Intended Outcome
Practice 13.4
The Chairman of the board should ensure that general meetings support meaningful
engagement between the board, senior management and shareholders. The engagement
should be interactive and include robust discussion on among others the company’s financial
and non-financial performance as well as the company’s long-term strategies. Shareholders
should also be provided with sufficient opportunity to pose questions during the general
meeting and all the questions should receive a meaningful response.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to.
Explanation on : The Chairman of the meeting encouraged participation of all attendees and all
questions raised by the shareholders attended to during the meeting. The
application of the meeting in the past was well attended by the Board and Senior Management as
practice well the shareholders.
departure
NA
Measure : NA
Timeframe : NA NA
56
Intended Outcome
Practice 13.5
The board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid)
support meaningful engagement between the board, senior management and shareholders.
This includes having in place the required infrastructure and tools to support among others,
a smooth broadcast of the general meeting and interactive participation by shareholders.
Questions posed by shareholders should be made visible to all meeting participants during
the meeting itself.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to. Further, a listed issuer should
also provide brief reasons on the choice of the meeting platform.
Explanation on : The 49th AGM was conducted physically. All Board members, Auditors, Senior
Management attended the meeting. Questions raised by shareholders was
application of the read to the meeting and shared with other shareholders. The Company
practice encourage full participation of the members and welcome any comments by the
shareholders.
Explanation for :
departure
Measure : The Board is fully aware that full engagement with shareholders is paramount
importance and will consider for fully virtual or hybrid meetings in future if
necessary.
Timeframe : Others Expected Financial Year 2024
57
Intended Outcome
Practice 13.6
Minutes of the general meeting should be circulated to shareholders no later than 30
business days after the general meeting.
Note: The publication of Key Matters Discussed is not a substitute for the circulation of minutes of
general meeting.
Explanation on : The minutes was posted at www.fehb.com.my within the time frame.
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
58
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES
PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA
MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)

of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the
Exchange that are required to comply with the above Guidelines.
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CORPORATE GOVERNANCE REPORT

STOCK CODE : 5029

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES

The Board is mindful to protect the interests of its shareholders and

The principal role of the Board is to protect and enhance long-term

The Board is aware that an effective Board essentially comprising Directors

The key roles and accountabilities of the Group Chairman include:-

The key role of Executive Director amongst others, include:-

Explanation on : Puan Noor Anisah binti Sabarudin is a licentiate of Companies Commission of

The Company Secretary plays an important advisory role, and is a source of

In discharging its fiduciary duties in respect of the Group, the Board is

a. Duties and Responsibilities

The Board assumes, amongst others, following duties and responsibilities:-

The Code of Conduct and Ethics is published on the company’s website.

Explanation on : The Company has established a Whistleblower Policy in response to

The purpose of this Policy is to:-

Strategic management of material sustainability matters should be driven by senior

Considering the importance of sustainability agenda, the Board had resolved

Additionally, the Board placed a greater emphasis on sustainability matters

Practice 4.5- Step Up

The Head of Sustainability and Governance also leads the Sustainability

The Sustainability and Governance Division reports to the Board Committee

Timeframe : Others Ongoing

Practice 5.4 - Step Up

The Nomination and Remuneration Committee (“NRC”) ensured that

If the selection of candidates was based on recommendations made by existing directors,

The NRC is responsible for recommending new nominees to fill vacancies on

Explanation on : The Nomination and Remuneration Committee is chaired by Non-Independent

The Chairman of Nomination and Remuneration Committee is conscious of his

Timeframe : Others The Company will continue to review

Timeframe : Others The Company will continue to review

Explanation on : The Company has in place a remuneration framework in determining the

The Nomination and Remuneration Committee (“NRC”) recommends to the

The remuneration package of the NED is determined by the Board as a whole

The Nomination and Remuneration Committee comprises the following

Mr Tee Kim Tee @ Tee Ching Tee

Encik Nik Mohamed Zaki bin Nik Yusoff

The Terms of Reference of Remuneration Committee is disclosed at

Note: *Redesignation to Non-Executive Director effective 1 January 2024.

Application : Applied – the company discloses the remuneration of members senior

Salary Allowance Bonus Benefits Other emoluments Total

Nazaruddin bin Hasim Plantation Controller

Adnan bin Mustafa Senior Regional Manager

Manager, Secretarial &

Rosliha binti Husin Manager, Finance

Norfadli bin Mahrom Manager, Internal Audit

Head of Division, Sustainability

Practice 8.3 - Step Up

Adnan bin Mustafa Senior Regional Manager 126 7 93 5 - 231

Manager, Secretarial &

Rosliha binti Husin Manager, Finance 132 11 120 7 - 270

Norfadli bin Mahrom Manager, Internal Audit 93 3 84 7 - 187

Encik Nik Mohamed Zaki bin Nik Yusoff

Explanation on : No appointment had been made from key audit partner.

Practice 9.4 - Step Up

Explanation on : The members of Audit Committee is solely of Independent Directors comprising

Encik Nik Mohamed Zaki bin Nik Yusoff