FGV Annual Report 2014

Board Committees The Board delegates certain of its governance responsibilities to the following Board Committees, which operate within clearly defined terms of references, primarily to assist the Board in discharging its responsibilities. Although the Board has granted such discretionary authorities to these Board Committees to deliberate and decide on certain key and operational matters, the ultimate responsibility for final decision lies with the full Board. All deliberations and decisions taken by the Board Committee are documented and approved by the respective Committee Chairman prior to submission as Board papers for deliberation at Board meeting. The Board reviews the Committees’ authority and terms of reference from time to time to ensure their relevance. The Board currently has four (4) main Board Committees as follows: 1. Audit Committee; 2. Nomination and Remuneration Committee; 3. Investment Committee; and 4. Board Governance & Risk Management Committee. On 20 February 2014, the Nomination Committee and the Remuneration Committee were combined and renamed as the Nomination and Remuneration Committee. • Audit Committee The Audit Committee assists the Board in fulfilling the following key responsibilities: 1. Assessing the risks and control environment; 2. Overseeing financial reporting; 3. Evaluating the internal and external audit process; and 4. Reviewing conflict of interest situations and related party transactions. The Audit Committee’s Terms of Reference, composition and activities are summarised in the Report on the Audit Committee as stated on page 139 of this Annual Report. • Nomination and Remuneration Committee The Nomination and Remuneration Committee is comprised of the following members: 1. Dato’ Yahaya Abd Jabar Chairman of Nomination and Remuneration Committee (Senior Independent Non-Executive Director) 2. Datuk Dr. Omar Salim Member (Non-Independent Non-Executive Director) (Resigned as Member on 20 January 2015) 3. YB Datuk Noor Ehsanuddin Mohd Harun Narrashid Member (Independent Non-Executive Director) 4. Dato’ Mohamed Suffian Awang Member (Independent Non-Executive Director) (Appointed as Member on 20 January 2015) Under the Code, the Board is recommended to establish a Nomination Committee which should comprise exclusively of Non-Executive Directors, a majority of whom must be independent. FGV’s Nomination and Remuneration Committee is comprised exclusively of Non-Executive Directors and all its members are Independent Directors. The Chairman of the Nomination and Remuneration Committee is a Senior Independent Non-Executive Director. The Board believes that the current Nomination and Remuneration Committee’s composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all shareholders and to meet the needs of the Group. Before combination, the Nomination Committee held one (1) meeting during the FYE 2014. The details of attendance are as follows: Members Number of Meetings Attended in 2014 Dato’ Yahaya Abd Jabar 1 out of 1 Datuk Dr. Omar Salim 1 out of 1 YB Datuk Noor Ehsanuddin Mohd Harun Narrashid 1 out of 1 After combination, the Nomination and Remuneration Committee held nine (9) meetings during the FYE 2014. The details of attendance are as follows: Members Number of Meetings Attended in 2014 Dato’ Yahaya Abd Jabar 9 out of 9 Datuk Dr. Omar Salim 8 out of 9 YB Datuk Noor Ehsanuddin Mohd Harun Narrashid 9 out of 9 Dato’ Mohamed Suffian Awang Not applicable Felda Global Ventures Holdings Berhad pg 126 STATEMENT ON CORPORATE GOVERNANCE