FGV Annual Report 2014

The presence of Independent Non-Executive Directors fulfils a pivotal role in corporate accountability. Although all the Directors have equal responsibility at the Board level, the roles of these Independent Non-Executive Directors are particularly important as they provide unbiased and independent views, advice as well as judgement to take account of the interests, not only of the Group, but also that of minority shareholders, employees, customers, suppliers and the many communities within which the Group conducts its business. The Board places great importance on the balance of its Independent Non-Executive Directors since they serve as an essential source of impartial and professional guidance to protect the interest of the shareholders. The Board regularly reviews the composition of the Board and its Committees to ensure appropriate balance and a good mix of skills and experience. The Board members comprise high calibre individuals with diverse professional backgrounds, skills and extensive experience and knowledge in their respective fields. Together, the Directors with their wide range of competencies, capabilities, technical skills and relevant business experience add value in governing the strategic direction of the Group. The Board encourages female candidates to take up board positions. On 16 July 2013 and 15 March 2014, Datuk Nozirah Bahari and Datuk Dr. Salmiah Ahmad were appointed as directors respectively. However, Datuk Dr. Salmiah Ahmad resigned on 7 August 2014. The Board will continue to seek to appoint capable and competent Directors in order to reach at least 30 percent female representation on the Board in the near term. With its diversity of skills, the Board has been able to provide clear and effective collective leadership to the Group, and has brought informed and independent judgement to the Group’s strategy and performance so as to ensure the highest standards of conduct and integrity are always at the core of the Group. A brief description of the background of each Director is contained in the “Board of Directors’ Profiles” section, set out on pages 24 to 35 of this Annual Report. Board Diversity Balance of Non-Executive and Executive Directors • Non-Executive Directors (including Chairman) 9 • Executive Director 1 Board Gender Balance • Male 9 • Female 1 Division of Roles and Responsibilities between the Chairman and Group President/Chief Executive Officer The Board appreciates the distinct roles and responsibilities of the Chairman of the Board and the Group President/Chief Executive Officer. This division ensures that there is a clear and proper balance of power and authority. As such, the role of the Chairman and Group President/Chief Executive Officer is separate. The Chairman’s main responsibility is to ensure effective conduct of the Board through the execution of the following key roles: 1. Building a high performance Board by leading the evaluation of the Board’s performance and ensuring that succession planning is considered on an on-going basis. 2. Managing Board meetings to ensure robust decision making by ensuring the provision of accurate, timely and clear information to all Directors. The Chairman encourages participation and deliberation by Board members to tap the wisdom of all the Board members and to promote consensus building as much as possible. 3. Facilitating the interface between the Board and Management by acting as the conduit between the two parties. 4. Facilitating the selection and appointment of a successor to the Group President/Chief Executive Officer. 5. Acting as a spokesperson for the Board and the Group. The Chairman has never assumed any executive position in the Company. The Group President/Chief Executive Officer has overall responsibility over the Group’s operational and business units, organisational effectiveness and implementation of Board policies, directives, strategies and decisions. In addition, the Group President/Chief Executive Officer, by virtue of his position as a Board member, also functions as the intermediary between the Board and Management. Matters reserved for the Board’s approval are clearly established in the Board Charter. The delegation of powers to the Board Committees, the Group President/Chief Executive Officer and Management are aligned to the Board Charter and are expressly set out in an approved Group Discretionary Authority Limits (Group DAL). The Board approved the revised Group DAL on 20 January 2015, which is used consistently throughout FGV and its subsidiaries. The Group DAL establishes a sound framework of authority and accountability within the Group, including segregation of duties, which facilitates timely, effective and quality decision-making at the appropriate levels in the Group’s hierarchy. Felda Global Ventures Holdings Berhad pg 118 STATEMENT ON CORPORATE GOVERNANCE