FGV Annual Report 2014

The purpose of the Nomination and Remuneration Committee is to assist the Board in fulfilling its corporate governance responsibilities in regards to: 1. Recommending the policy on Board composition having regard to the mix of skills, independence and diversity (including gender diversity) required to meet the needs of the Company and Group. 2. Reviewing and proposing new nominees to the Board, Board Committees and subsidiaries’ Boards. 3. Recommending the Board nomination and election process of Directors’ and establishing the criteria used by the Committee in the selection process. 4. Recommending or approving the extension of contracts of the Group President/Chief Executive Officer and the Group’s Top Management. 5. Facilitating the annual board effectiveness assessment, through the Board, Board Committees and Directors’ self- evaluation forms, including determining the criteria to be used for such assessment. 6. Periodically reporting to the Board on succession planning for the Group President/Chief Executive Officer. 7. Ensuring Directors’ induction programmes and continuing development. 8. Ensuring that the Board fulfills its diversity obligations. 9. Undertaking an assessment of its Independent Directors annually. 10. Assisting the Board in fulfilling its oversight responsibility to shareholders by ensuring that the Company has coherent remuneration policies and practices that fairly and responsibly reward individuals having regard to performance, the Group’s risk management framework and the law whilst adhering to the highest standards of governance. 11. Reviewing and making recommendations to the Board in relation to the individual remuneration levels of the Group President/Chief Executive Officer, Non-Executive Directors, Group’s Top Management, other executives who report directly to Group President/Chief Executive Officer, other persons whose activities in the Board’s opinion affect the financial soundness of FGV, and any other person the Board determines. 12. Reviewing and making recommendations to the Board on short-term and long-term incentive plans for FGV Group Executives. 13. Reviewing and making recommendations to the Board in relation to approving any and all equity based plans. 14. Overseeing general remuneration practices across FGV Group. The key responsibilities of the Nomination and Remuneration Committee are as follows: 1. To recommend to the Board, matters regarding the appointment, retirement and re-election of Directors; 2. To review the Board Committees’ structure and recommend to the Board for its approval, Directors to serve as members of each Board Committee, and as Board Committee Chairman; 3. To assess the necessary and desirable core competencies of Directors so that an appropriate balance of skills, experience, expertise and diversity is maintained; 4. To assess that the Directors have the appropriate mix of competencies to enable the Board to discharge its responsibilities effectively; 5. To recommend or approve, as the case may be, based on the Terms of Reference, the extension of contracts of the Group President/Chief Executive Officer and the Group’s Top Management, other persons whose activities in the Board’s opinion affect the financial soundness of FGV, and any other person as may be determined by the Board. 6. To review the time commitment required from Non-Executive Directors and whether Directors are meeting that commitment and also to schedule regular Board performance reviews. In reviewing the composition and performance of the Board, the Nomination and Remuneration Committee will ensure that the tenure of an independent Director should not exceed a cumulative term of nine (9) years. If upon completion of the nine years, the independent Director continues to serve on the Board, he or she may do so subject to the re-designation as a non-independent Director. However, the Board may, in exceptional cases and subject to the assessment of the Nomination and Remuneration Committee, decides that an independent Director can remain as an independent Director after serving a cumulative term of nine years. In such a situation, the Nomination and Remuneration Committee must assist the Board to make a recommendation and provide strong justification to the shareholders in a general meeting. 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 127