FGV Annual Report 2013

The Board of Directors of Felda Global Ventures Holdings Berhad (the Board) is committed towards upholding the highest standard of corporate governance throughout Felda Global Ventures Holdings Berhad’s (FGV or Company) Group of Companies (FGV Group or the Group) as promulgated in the 8 Principles and 26 Recommendations of the Malaysian Code on Corporate Governance 2012 (the Code), relevant chapters of the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Securities) as well as the adoption of better practices as prescribed in the Corporate Governance Guide 2nd edition (the Guide) issued by Bursa Securities. The Board acknowledges that high standards of corporate governance plays an important part towards FGV Group’s continued growth and success. The Board is committed to managing the Group’s businesses ethically and in a transparent manner to ensure equitable long term value for all its shareholders. The Board is pleased to present this corporate governance statement (Statement) which sets out the Company’s application and observation of the principles and recommendations of the Code throughout the financial year ended 31 December 2013 (FYE 2013) and up to 29 April 2014, being the date of approval of this Statement by the Board. The Company was listed on the Main Market of Bursa Securities on 28 June 2012 (the Listing Date) and up to the date of this Statement, FGV Group has been actively introducing new policies and procedures and improving the Group’s processes and controls in order to ensure that the Group’s internal processes, guidelines and systems are reviewed and aligned to corporate governance practices. THE BOARD OF DIRECTORS Roles and Responsibilities of the Board The Board is collectively responsible for the overall conduct of FGV Group’s business and takes full responsibility for the performance of the Company and the Group. The Board members exercise due diligence and care in discharging their duties and responsibilities and ensure that high ethical standards are applied, through compliance with the applicable rules and regulations, directives and guidelines whilst acting in the best interest of FGV Group and its shareholders. In discharging its responsibilities, the Board observes the principles of ethical conduct as contained in the Code of Ethics and Conduct (CoEC) and Code of Business Practice (CoBP). The CoEC and CoBP outlines the ethical standards of behaviour and conduct expected from all Directors of FGV Group. The Board ensures that compliance is monitored through an annual declaration process that requires all Directors to declare their compliance, including any existing and/or potential conflict of interest situations. Further information relating to the CoEC and CoBP is separately provided for in the Statement of Corporate Integrity on page 103 of this Annual Report. The Board Charter The Board has formally adopted a Board Charter, which provides guidance to the Board in the fulfilment of its roles, duties and responsibilities which are in line with the principles of good corporate governance. The Board Charter outlines the roles and responsibilities of the Board, the balance and composition of the Board, the Board’s authorities, schedule of matters reserved for the Board, the establishment of the Board Committees, processes and procedures for convening Board meetings, the Board’s assessment and review of its performance, compliance with ethical standards, Board’s access to information and advice and declarations of conflict of interest. Statement on Corporate Governance PENYATA TADBIR URUS KORPORAT Felda Global Ventures Holdings Berhad 110