FGV Annual Report 2014

The Board Charter is made available on the Company’s corporate website at www.feldaglobal.com . Broadly, the Board assumes the following principal responsibilities in discharging its fiduciary and leadership duties: 1. Reviewing and adopting a sustainable strategic plan for the Group’s business. Review, challenge and approve the corporate strategic plan for the Group, and consequently monitoring the implementation of the strategic plan. 2. Overseeing the conduct of the Group’s business. Oversee the conduct of the Group’s business and evaluate whether the business is properly managed. The Board ensures that there are measures in place to assess the Management’s performance. 3. Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures. Assesses the principal risks of all aspects of the Group’s business, recognising that business decisions involve taking appropriate risks. The Board ensures that there are systems in place which effectively monitor and manage these risks. 4. Succession planning, self-evaluation and appointments. Ensures a succession plan is in place including appointing, training, fixing the compensation of and, where appropriate, replacing Top Management. Ensures that all candidates appointed to Top Management positions are of sufficient calibre and programmes are in place to provide for the orderly succession of Top Management. 5. Overseeing the development and implementation of investor relations programme and stakeholder communications policy. Ensures that the Company has in place a policy to enable effective communication with its shareholders and other stakeholders. 6. Reviewing the adequacy and the integrity of the Group’s Management information and internal controls systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. Ensures that there is a sound framework of reporting on internal controls and regulatory compliance. A formal schedule of matters reserved for the Board to ensure the direction and control of the Company are in its hands, has been provided for in the Board Charter, and includes amongst others, the review of the annual budgets, acquisitions and disposals of undertakings and properties of substantial value, major investments and financial decisions and changes to the Management and control structure within FGV Group including key risk management, treasury, financial and operational policies and delegated authority limits. The Directors continue to adhere to the highest standards of ethical behaviour as stated in the Board Charter. The Board also supports and encourages policies within FGV Group which require Directors and employees to observe high standards of personal integrity and honesty in their dealings. The Board appoints members to sit on subsidiary boards, in particular the Cluster boards, namely Felda Global Ventures Plantations Sdn Bhd, Felda Global Ventures Downstream Sdn Bhd, Felda Global Ventures Sugar Sdn Bhd, Felda Holdings Bhd, Felda Global Ventures Rubber Sdn Bhd and FGV R&D and Agri Services Sdn Bhd to maintain oversight and ensure that the operations of the respective subsidiaries are aligned with the Group’s strategies and objectives. Board Balance and Composition Under the Company’s Articles of Association, the number of Directors shall not be less than two (2) and not more than twelve (12). As at the date of this Statement, there are ten (10) members of the Board, comprising five (5) Independent Non- Executive Directors, four (4) Non-Independent Non-Executive Directors and one (1) Non-Independent Executive Director (Group President/Chief Executive Officer), the composition of which is in compliance with paragraph 15.02 of the Bursa Securities Listing Requirements. The composition of the Board fairly reflects the interest of the significant shareholders, without compromising the interest of the minority shareholders. The Independent Non-Executive Directors on the Board act as caretakers of the minority shareholders and their views carry significant weight in the Board’s decision-making process. Introduction Performance Highlights About FGV Reports Financial Statements Others Strategy and Value Creation Performance Review & Progress Foreword to Shareholders Annual General Meeting Annual Report 2014 pg 117