FGV Annual Report 2014

Access to Top Management, Company Secretary and Independent Professional Advice Complete and unrestricted access is provided to the Board by Top Management. In addition to regular presentations by the Top Management to the Board and Board Committees, Directors may seek briefings from Top Management on specific matters. The Board also has complete and unrestricted access to the advice of the Company Secretary to enable them to discharge their duties effectively. Authority is also given to the Board to seek independent professional advice, if necessary at the Company’s expense from time to time in the performance of their duties. All Board Committees also have access to independent professional advice on the same basis. Board Performance Evaluation A formal evaluation was conducted to assess the Board’s performance as well as to recommend improvement areas and remedial actions to improve the Board’s effectiveness. The performance evaluation was conducted for the Board as a whole, its Committees and contributions from each individual Director. For the FYE 2014, the Board appointed an external consultant to facilitate the Board evaluation process. The evaluation process involved a peer and self-review assessment, where Directors’ assessed their own as well as their fellow Directors’ performance, taking into consideration the principles as enunciated in the Code as well as the provisions in the Listing Requirements pertaining to the assessment of Directors, including the assessment of the Independent Directors. Peer and self-assessment questionnaires were developed and distributed to all Board members. The questionnaire covered areas that included, amongst others, the responsibilities of the Board in relation to strategic planning, risk management, performance management, financial reporting, external audit and internal control processes, human capital management, corporate social responsibility, communication, corporate governance, and shareholders’ interest and value. Other areas that were assessed amongst others, included the Board composition and size, the contribution of each member of the Board during meetings, the quality of Board’s decision-making and outcome, information and support rendered to the Board as well as meeting arrangements. Similar topics were covered in the questionnaire pertaining to each Board Committees. The results of the assessment and its recommendations thereof, were compiled and collectively summarised and reported to the Nomination and Remuneration Committee. The Chairman of the Nomination and Remuneration Committee presented the Board Performance Evaluation results in the ensuing meeting for deliberation. The Board upon assessing the results, identified action plans and initiatives, as part of a continual improvement process in the boardroom. It is the Board’s goal to ensure that it is doing the right things, in the right way and, in doing so, is setting the right tone for the adoption of good governance for FGV and the Group. Among matters considered throughout the year • The Company’s financial performance of the business, budget, forecasts and key performance targets. • The Group’s financial performance of the business, budget, forecasts and key performance targets. • The Group President/Chief Executive Officer’s report on the Group’s global strategic direction and business developments. • The Group President/Chief Executive Officer’s 2015 scorecard. • Quarterly Results and Audited Financial Statements. • Appointment of four (4) Non-Executive Directors. • Change of Company Secretary. • Executive Director’s remuneration. • Acquisitions. • Board evaluation and effectiveness. • Assessment of the Independent Non-Executive Directors. • The Group’s risk register. • Emerging key risks. • Internal controls. • Corporate Social Responsibility. Access to Information and Advice The Board regularly reviews reports on progress against financial objectives, business development and also receives regular reports and presentations on strategy, risks profile and material litigation. Regular reports are also provided by Board Committees on their deliberation and recommendations. The agenda for the Board Meetings are set by the Chairman in consultation with the Group President/Chief Executive Officer and the Company Secretary. The agenda and supporting papers are distributed in advance for all Board and Board Committee Meetings to allow time for appropriate review to facilitate full discussion at the meetings. Board Meeting agendas and Board Meeting papers which include, among others, comprehensive management reports, minutes of meetings, project or investment proposals and supporting documents are targeted for dissemination to the Directors at least seven (7) days prior to Board Meetings. However, papers that are deemed urgent may still be submitted to the Company Secretary to be tabled to the Board at the Board Meeting, subject to the approval of the Chairman and the Group President/Chief Executive Officer. Presentations to the Board are prepared and delivered in a manner that ensures a clear and adequate presentation of the subject matter. All issues raised, discussions, deliberations, decisions and conclusions including dissenting views made at Board Meetings along with clear actions to be taken by responsible parties are recorded in the minutes. Where the Board is considering a matter in which a Director has interest, the relevant Director immediately discloses the interest and abstains from participating in any discussion or decision making on the subject matter. The Board is constantly advised and updated on statutory and regulatory requirements pertaining to their duties and responsibilities. As and when the need arises, Directors are also provided with ad-hoc reports, information papers and relevant training where necessary to ensure they are appraised on key business, operational, corporate, legal, and regulatory as well as industry matters. Felda Global Ventures Holdings Berhad pg 122 STATEMENT ON CORPORATE GOVERNANCE