FGV Annual Report 2014

Senior Independent Director The Board has identified Dato’ Yahaya Abd Jabar as the Senior Independent Non-Executive Director to whom concerns of shareholders and stakeholders may be conveyed. Shareholders and other interested parties may contact Dato’ Yahaya Abd Jabar to address any concerns in writing or via telephone, facsimile or electronic mail as follows: Tel: +603 2859 0003 Fax: +603 2859 0016 Email: ajyahaya@feldaglobal.com Postal address: Felda Global Ventures Holdings Berhad, Level 45, Menara Felda, Platinum Park, No. 11, Persiaran KLCC, 50088 Kuala Lumpur, Malaysia. Independent Non-Executive Directors The Board has undertaken an assessment of the Independent Non-Executive Directors, and has concluded that each of them continue to demonstrate behaviour that reflects their independence, which is in accordance with the definition under Paragraph 1.01 of the Bursa Securities Listing Requirements on the definition of Independent Directors. The independence of Non-Executive Directors is reviewed on an annual basis as part of the Directors’ evaluation process. The Board is satisfied that all its Independent Non-Executive Directors represent the interest of the minority shareholders by virtue of their roles and responsibilities. The Code’s Recommendation on reinforcing independence provides a limit of a cumulative term of nine (9) years tenure for an Independent Director, after which, the said Director may either seek shareholders approval to continue to remain on the Board or be re-designated to a Non-Independent Non-Executive Director. To date, the Independent Non-Executive Directors of FGV Board have served less than nine years and are therefore within this Recommendation. Role Responsibilities Chairman • Sets the Board Meeting agenda in consultation with the Group President/Chief Executive Officer and Company Secretary. • Facilitates and encourages active engagement and appropriate challenge by Directors. • Facilitates the selection and appointment of the Group President/Chief Executive Officer and his successor. Role Responsibilities Group President/ Chief Executive Officer • Recommends the Group’s strategy to the Board. • Implements the Group’s strategy. • Makes and implements operational decisions and manages the day-to-day business. • As intermediary between the Board and Management. Senior Independent Director • Contact person for shareholders to convey their concerns other than through the Chairman or Group President/Chief Executive Officer. Non-Executive Directors • Effectively and constructively challenges Management. • Appropriate oversight through scrutinising the performance of Management in meeting agreed goals and objectives. Board Appointment Process The nominees to the Board, including the Group President/Chief Executive Officer are first considered by the Nomination and Remuneration Committee, before they are recommended to the Board. The Nomination and Remuneration Committee assesses the suitability of candidates, taking into account the required mix of skills, knowledge, character, expertise and experience, professionalism, integrity, competencies, time commitment and other qualities, before recommending their appointment to the Board for approval. Re-election of Directors In accordance with the Articles of Association of the Company, at each Annual General Meeting (AGM), 1/3 of Directors shall be subject to retirement by rotation but they shall be eligible for re-election. The Directors to retire in every year shall be those who have been longest in office since their last re-election or appointment and each Director shall retire at least once in every three (3) years. Newly appointed Directors during the year must offer themselves to the shareholders for re-election at the first AGM following their appointment. Directors over the age of seventy (70) years are also required to submit themselves for re-appointment annually, in accordance with Section 129(6) of the Companies Act, 1965. None of the Company Directors have reached the age of seventy years. 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 119