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AT a time when the focus on responsible investing is gaining wider acceptance, we should never neglect the “governance” element – “greenwashing” of governance must be avoided at all costs.
Lately, there have been some governance issues that sparked serious concerns among both governance proponents as well the investors’ fraternity which to a certain extent can undermine the integrity of the capital market as well as being not in line with the protection of minority shareholders.
One recent issue that came into light and has been the talk of the town is none other than the issue surrounding the hike of directors’ fees, more specifically that of the non-independent non-executive chairman (NINEC) of integrated global agri-business organisation FGV Holdings Bhd.
Many have expressed views on the issues – spanning from political viewpoints to constructive criticism – given that FGV is a unique listed entity which still needs to shoulder the interest of smallholders, the majority of whom are settlers of numerous land schemes belonging to Federal Land Development Authority (Felda) in rural vicinities.
To re-cap, the resolution on the proposed increase of FGV’s NINEC and other non-executive directors (NEDs) remuneration were passed during the company’s recent AGM.,
This is not surprising given that Felda owns more than 80% of FGV and the very fact that the chairman is a board nominee of Felda.
But that doesn’t mean these are acceptable practices. In view of its “unpalatable” financial performance track record, FGV has always been the subject of shareholders unhappiness when it comes to the subject of directors’ remuneration.
The fact that the NINEC decided to waive his RM40,000 yearly fees as chairman of the FGV board’s sustainability committee as well as meeting allowances of RM2,000 per meeting until the next AGM in 2023 following massive public hue and cry over a bump in the remuneration package of the company’s NEDs does not seem to resolve the root cause of the matter.
Even the justification by the Felda chairman citing extraordinary profit due to external circumstances is not seemingly acceptable as this has nothing to do with the performance of the board, hence definitely does not merit any form of reward.
Remuneration policy of NEDs should take into consideration the expected checks and balances role and responsibilities which should relate to business complexity and risks.
The remuneration aspect should also benchmark against other plantation companies and where the directors feel that the proposed remuneration is not in line with the industry practices, a clear justification should be provided. Obviously, the performance of the company should also be looked upon as one of the criteria to justify the increase.