FGV Annual Report 2014

18. To approve the specific individual contractual arrangements for Group Executives and other executives who are direct reports of the Group President/Chief Executive Officer. 19. To review and recommend to the Board the size of variable reward pools as part of the Group’s annual plan based on consideration of pre-determined business performance indicators and the financial soundness of FGV. 20. To review and note annually the remuneration trends across the FGV Group. 21. To be aware of and advise the Board on any major changes in employee benefit structures throughout the FGV Group. The full details of the Nomination and Remuneration Committee’s Terms of Reference are published in the Company’s corporate website. During the FYE 2014, the Nomination and Remuneration Committee considered and made recommendations to the Board on the following matters: 1. Extension of the Fixed Term Contracts for the Group’s Top Management; 2. Assessment of the Effectiveness of the Board, Board Committees and Individual Directors; 3. Revision to the Terms of Reference of the Nomination and Remuneration Committee to align with the Amendments to the Bursa Securities Listing Requirements and the MCCG 2012; 4. Proposed appointment of new Directors; 5. Proposed new composition of the Board Committees of FGV; 6. Proposed appointment of new Company Secretary; 7. Revised composition of the Board Committees of FGV; 8. Proposed new composition of the Board in FGV Group of Companies; 9. Reviewed the promotion of the Group’s Top Management positions; 10. Re-appointment/re-election of Directors retiring at the 2014 AGM; 11. Annual Assessment of the Independent Directors of FGV Board; 12. Proposed amendments to Board Remunerations Policy; 13. Proposed Bonus Payout for the Financial Year 2013; and 14. Salary Increment Proposals for the Financial Year 2015. • Investment Committee The Investment Committee was established on 5 August 2010 to assist the Board in performing its duties and discharging its responsibilities in evaluating the Company’s investment proposals. Under its Terms of Reference, the Investment Committee shall comprise of not less than three (3) members whom shall be appointed from members of the Board, a majority of whom must be Independent Non-Executive Directors. The Investment Committee is comprised of the following members: 1. Dato’ Mohamed Suffian Awang Chairman of Investment Committee (Independent Non-Executive Director) (Appointed as Chairman and Member on 20 January 2015) 2. Datuk Dr. Omar Salim Chairman of Investment Committee (Non-Independent Non-Executive Director) (Resigned as Chairman and Member on 20 January 2015) 3. YB Datuk Noor Ehsanuddin Mohd Harun Narrashid Member (Independent Non-Executive Director) 4. Dato’ Yahaya Abd Jabar Member (Senior Independent Non-Executive Director) (Resigned as Member on 20 January 2015) 5. Datuk Haji Faizoull Ahmad Member (Non-Independent Non-Executive Director) (Appointed as Member on 8 April 2014) (Resigned as Member on 20 January 2015) 6. Dato’ Mohd Zafer Mohd Hashim Member (Independent Non-Executive Director) (Appointed as Member on 20 January 2015) The Investment Committee, may from time to time, be advised by externally appointed independent advisors, whom as required, are officially appointed by the Board and are contractually bound by an official letter of appointment, which includes amongst others, the confidentiality obligations and contractual agreements under the Confidentiality and Responsibility Statement as signed with the Company. At present, the independent advisors to the Investment Committee are Dato’ Zakaria Nordin and Datuk Lim Thean Shiang. 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 129