FKS Food and Agri is committed to observing high standards of corporate governance at all times through effective disclosures and transparency.
Board Matters
The Board oversees the Company’s management and affairs and is also responsible for protecting and enhancing long-term shareholder value and returns. The Board’s primary functions are to approve the Company’s key business strategies, financial objectives, annual budget, financial results, significant investments and divestment as well as funding proposals.
The Board discharges its responsibilities either directly or indirectly through various committees comprising members of the Board. The Board Has three committees: (i) Audit Committee, (ii) Risk Management Committee and (iii) Remuneration Committee. The various Board Committees report their activities regularly to the Board.
The Board will hold at least four meetings each year to review and deliberate on the company’s key activities and business strategies, including acquisition, joint venture partnerships and financial performances.
Board Diversity
The Board comprises five Directors of whom three are executive and three are non-executive. In relation to gender diversity, two out of the five Directors are female.
Male / Female
Executive / Non-Executive
The Directors appointed are qualified professionals who, as a group, have a diverse range of expertise in accounting, finance, business management experience, industry knowledge and strategic planning experience.
Audit Committee
Responsibilities of our Audit Committee include, among others:
- Assist the Board in fulfilling its responsibility for overseeing the quality and integrity of the accounting, auditing, internal controls and financial practices of the Group;
- Reviewing and reporting to the Board significant financial reporting issues and judgements to ensure the integrity of the financial statements;
- Reviewing the external auditor’s audit plan, their evaluation of the system of internal accounting controls and audit reports;
- Considering and recommending to the Board appointment or re-appointment of the external auditors and matters relating to engagement of auditors;
- Reviewing the Group’s key financial risk areas, with a view to providing an independent oversight on the Group’s financial reporting;
- Ensuring that the Group’s internal controls are robust and effective;
- Monitoring and reviewing the scope and results of the internal check function and its adequacy and effectiveness; and
- Reviewing interested person transactions and potential conflicts of interest.
Risk Management Committee
Responsibilities of our Risk Management Committee include, among others:
- Reviewing the overall risk management guidelines and framework;
- Reviewing the risk philosophy, strategy, policies and risk tolerance and appetite recommended by management;
- Assessing the adequacy and overall effectiveness of risk management policies and systems, its implementation by management, reports on internal control, recommendations and confirm that appropriate action has been taken;
- Reviewing the risk profile of the Group, its internal controls and risk management procedures including financial, operational, compliance and information technology controls and the appropriate steps to be taken to mitigate and manage risks at acceptable levels determined by the Board; and
- Monitoring external developments relating to the practice of corporate accountability and reporting of specifically associated risk, including emerging and prospective impacts.
Remuneration Committee
Responsibilities of our Remuneration Committee include, among others:
- Reviewing and recommending to the Board a general remuneration framework for the Directors and Key Executive Officers;
- Reviewing and recommending specific remuneration packages for each of our Directors and Key Executive Officers;
- Considering all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives, awards and benefit-in-kinds;
- Performing an annual review of the remuneration of employees related to the Directors and Substantial Shareholders to ensure that their remuneration packages are in line with the staff remuneration guidelines and commensurate with their respective job scope and level of responsibilities;
- Reviewing the Company’s obligations arising in the event of the termination of the Executive Directors’ and Key Executive Officers’ contracts of services; and
- Undertaking other functions and duties as may be required by statute from time to time.
Code of Conduct
The Company has a Code of Conduct which sets basic requirements for business conduct and serves as a foundation for our Company policies, procedures and guidelines, all of which provide additional guidance on expected behaviors and conduct of employees. Our Code applies to all employees of FKS and its affiliated companies worldwide. It also applies to the members of our board of directors when acting on behalf of FKS. Individuals and companies conducting business on behalf of FKS are expected to uphold the principles of the Code.
Reporting a Concern
At FKS, we are committed to upholding the Company’s values and standards. We have in place a whistleblowing policy that provides guidelines and procedures by which all our stakeholders may, in confidence bring to our attention concerns or complaints about any possible misconduct or violation of the Company’s policies.
The whistleblowing policy encompasses concerns related to the following:
- Financial misconduct such as fraud, bribery, theft, data manipulation or accounting irregularities
- Acts of corruption, misappropriation, and embezzlement
- Criminal offences or breaches of regulatory obligations
- Violations of Company policies including the code of conduct
- Discrimination, harassment, abuse, and other unethical behavior
- Threats of health and safety at the workplace
- Intentional concealment of any misconduct
Any external stakeholder wishing to raise any concerns about the Company may do so via a confidential and dedicated online platform. All information received will be confidential. After submitting a report, the whistle-blower will receive a unique ticketing number, enabling them to monitor the progress of their report online.
When raising a concern or making a report, the following information should be provided:
- The nature of the alleged misconduct
- Date, time and location of the actions or transactions
- Identity and particulars of parties involved
- Circumstances leading to the alleged improprieties
- Any other relevant information or documents
