FGV Annual Report 2014

The scope and functions of the Investment Committee are as set out below: 1. To evaluate proposals on new investments and disposals of significant value to ensure consistency with the Global Strategy Blueprint and returns in excess of a hurdle rate adjusted for risk and performance premium; 2. To recommend investments of a prescribed amount as determined by the Board from time to time under the Group DAL; 3. To review financial investment portfolios of the Company and Group. This includes and is not limited to existing and new merger and acquisitions, new partnerships, divestments and large capital expenditure projects which are not within the ordinary course of business; 4. To oversee current and future capital and financial resource requirements; 5. To monitor the fund raising activities of FGV Group; and 6. To conduct the annual performance evaluation of FGV Group’s investment activities. The full details of the Investment Committee’s Terms of Reference are published in the Company’s corporate website. The Investment Committee held thirteen (13) meetings during the FYE 2014. The details of the attendance are as follows: Members Number of Meetings Attended in 2014 Datuk Dr. Omar Salim 13 out of 13 YB Datuk Noor Ehsanuddin Mohd Harun Narrashid 13 out of 13 Dato’ Yahaya Abd Jabar 13 out of 13 Datuk Haji Faizoull Ahmad 2 out of 9 Dato’ Mohamed Suffian Awang Not applicable Dato’ Mohd Zafer Mohd Hashim Not applicable • Board Governance & Risk Management Committee The Board Governance & Risk Management Committee was established on 29 August 2013 to assist the Board in fulfilling its statutory and fiduciary responsibilities in relation to governance, ethics and risk management. Under its Terms of Reference, the Board Governance & Risk Management 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 Board Governance & Risk Management Committee is comprised of the following members: 1. Tan Sri Dato’ Sri Dr. Wan Abdul Aziz Wan Abdullah Chairman of the Board Governance & Risk Management Committee (Independent Non-Executive Director) (Resigned as Director on 20 January 2015) 2. Tan Sri Dr. Sulaiman Mahbob Member (Independent Non-Executive Director) (Appointed as Member on 8 April 2014) (Appointed as Chairman on 24 February 2015) 3. Dato’ Yahaya Abd Jabar Member (Senior Independent Non-Executive Director) 4. YB Datuk Noor Ehsanuddin Mohd Harun Narrashid Member (Independent Non-Executive Director) (Resigned as Member on 20 January 2015) 5. Dato’ Mohd Emir Mavani Abdullah Member (Non-Independent Executive Director) (Resigned as Member on 20 January 2015) 6. Datuk Dr. Omar Salim Member (Non-Independent Non-Executive Director) (Appointed as Member on 20 January 2015) The Board Governance & Risk Management Committee’s responsibilities shall include the review of the following areas and report of the same to the Board: 1. Governance and Ethics In relation to governance and ethics, to undertake the following: a. To direct and oversee the formulation of the Group’s governance framework with a view to inculcate an ethical and governance climate consistent with the Board’s risks appetite, guided by the Recommendations of the Code. Felda Global Ventures Holdings Berhad pg 130 STATEMENT ON CORPORATE GOVERNANCE