FGV Annual Integrated Report 2019

95 ANNUAL INTEGRATED REPORT 2019 04 S E C T I O N The Nomination and Remuneration Committee comprises exclusively of Non-Executive Directors. The Chairman of the Nomination and Remuneration Committee is an Independent Non-Executive Director. The Board believes that the current Nomination and Remuneration Committee’s composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all shareholders and to meet the needs of the Group. The Nomination and Remuneration Committee held 10 meetings in 2019. FGV has in place a Board Nomination and Election Policy and Procedures to enhance, clarify and formalise its policies on Board Composition, Independence, Conflict of Interest and SUMMARY OF WORK OF THE NOMINATION AND REMUNERATION COMMITTEE In 2019, the Nomination and Remuneration Committee undertook the following principal activities in discharging its responsibilities: AREA OF FOCUS MATTERS CONSIDERED Nomination and Election Process and Appointment and Reappointment/ Re-election Process a. Considered the proposed appointment of Government Appointed Director. b. Considered the appointment of Nominee Director of FGV in MSM Malaysia Holdings Berhad. c. Considered the appointment of Nominee Directors of Koperasi Permodalan Felda Malaysia Berhad in FGV Group. d. Considered the proposed revision of the composition of FGV Board Committees. e. Assessed and recommended to the Board on the re-election of Directors. f. Considered the proposed appointment of Top Management. g. Deliberated on the proposed extension of Fixed-Term Contracts for Top Management. Induction and Continuing Education Programmes a. Reviewed the report on the training programmes attended by the Board for the FY2018 and the induction programme for newly appointed Director. Remuneration Matters a. Recommended the proposed revision of the Board’s fee structure and remuneration structure. b. Recommended the proposed remuneration package of the GCEO. c. Recommended the proposed salary adjustment of Top Management. d. Recommended the proposed annual salary increment for employees of FGV Group. e. Recommended the proposed revision of the remuneration and benefits for employees of FGV Group. f. Assessed the minimum wage implementation proposal for the year 2020. g. Recommended the proposed revision of the Group Human Capital Policies. Board Assessment a. Assessed the annual assessment on independence of the Independent Directors of FGV. b. Assessed the Board Performance Evaluation on the effectiveness of the Board as whole, the Board Committees and each individual Director. c. Considered the proposed Board Improvement Plans (action plan initiatives) based on the outcome of the Board Performance Evaluation. Succession Planning a. Deliberated on the proposed Board Succession Planning Framework. b. Considered the proposed Succession Planning of Top Management. Board Assessment (Policy). The policy on Board Composition has taken into account the mix of skills, independence and diversity required to meet the needs of the Group. Further explanation of this Policy together with the Board nomination and election process and the selection criteria used by the Nomination and Remuneration Committee is published in the Corporate Governance Report, which is available on our website, www.fgvholdings.com . The Board performance evaluation process for the Board as a whole, its Committees and contributions from each individual Director, together with the criteria used for such assessment are also described in detail in the Corporate Governance Report available on our website. The process flow of the said assessment can be found on page 91 of this report. Further details of the Nomination and Remuneration Committee’s Terms of Reference are published on our website at www.fgvholdings.com . This Report should be read in conjunction with our Corporate Governance Report, also available on our website. HOW WE ARE GOVERNED HOW WE ARE GOVERNED: LEADERSHIP & EFFECTIVENESS NOMINATION AND REMUNERATION COMMITTEE REPORT