FGV Annual Integrated Report 2019

96 FGV HOLDINGS BERHAD NOMINATION AND REMUNERATION COMMITTEE REPORT KEY MATTERS REPORTED TO THE BOARD The Chairman of the Nomination and Remuneration Committee updated the Board on matters deemed to be of major importance deliberated at the Nomination and Remuneration Committee meetings and its recommendations. The copies of confirmed minutes of each Nomination and Remuneration Committee meeting were also circulated to the Board for noting at the next practicable Board meeting. Among the significant matters considered by the Nomination and Remuneration Committee during 2019 were the following: PERFORMANCE REVIEW During the financial year, the Board evaluated the Nomination and Remuneration Committee’s performance and the extent to which the Nomination and Remuneration Committee met the requirements of its Terms of Reference, including the term of office and performance of the Nomination and Remuneration Committee and each of its members. This performance assessment constituted part of the annual Board effectiveness assessment, pertaining to the assessment of Board Committees. This Report was made in accordance with a resolution of the Board of Directors approved on 17 April 2020. AREA OF FOCUS MATTERS CONSIDERED Reviewed Statements included in FGV ’ s Annual Integrated Report 2018 a. Reviewed the disclosures in the CGOS and the Corporate Governance Report relating to the following: • Board Nomination and Election Policy and Procedures have considered the mix of skills, independence and diversity (including gender diversity) required to meet the needs of FGV. • Board balance and composition, including tenure and gender diversity. • Board nomination and election process and re-election of Directors and the criteria used by the Nomination and Remuneration Committee in the selection process, mapping of skills and experience. • Assessment undertaken by the Nomination and Remuneration Committee in respect of the Board, Board Committees and individual Directors together with the criteria used for such assessment. • Training programmes and induction programmes attended by the Directors for the financial year, pursuant to the Bursa Securities Listing Requirements. • Long Term Incentive Plan. • Directors’ remuneration, in accordance with the relevant provisions of the Bursa Securities Listing Requirements and the Companies Act 2016. Others a. Recommended the proposed revision of FGV Board Nomination and Election Policy and Procedures. b. Recommended the proposed revision of the performance management framework. c. Considered the proposed revision to FGV Group organisation structure. HOW WE ARE GOVERNED HOW WE ARE GOVERNED: LEADERSHIP & EFFECTIVENESS Significant matters How these matters were addressed by the Nomination and Remuneration Committee Outcome of the process undertaken Board Improvement Plans and Board Succession Planning Framework • Considered the proposed Board Improvement Plans taking into consideration the areas that may improve the current Board oversight processes. • The process involved formulating action plan initiatives to be undertaken and setting the timeframe for implementation. • Reviewed the proposed Board Succession Planning Framework taking into consideration the composition and size as well as the skill sets, knowledge, expertise and experience of the Board and Board Committees. • To provide insight to the Board and Board Committees towards becoming a high performing Board. Proposed Succession Planning for Top Management • Reviewed the proposed succession plan for Top Management taking into consideration the criteria and skill sets of the successors and their readiness level. • The list of successors approved were considered as part of the selection process for the Top Management positions that were vacant.