FGV Annual Report 2014

• Board Steering Committee for the Fund Raising Exercise The Board Steering Committee for the Fund Raising Exercise was established on 9 December 2013 and mandated by the Board to manage and provide guidance to ensure successful execution of Project GLIP (Global Liquidity Program). The Board Steering Committee for the Fund Raising Exercise held three (3) meetings during the FYE 2014. The details of the attendance are as follows: Members Number of Meetings Attended In 2014 Tan Sri Dato’ Sri Dr. Wan Abdul Aziz Wan Abdullah 3 out of 3 Tan Sri Ismee Ismail 1 out of 3 Datuk Nozirah Bahari 3 out of 3 Fazlur Rahman Ebrahim 2 out of 2 The Board Steering Committee for the Fund Raising Exercise was abolished on 24 February 2015. Company Secretary The Company Secretary has the prerequisite qualifications and experience to support the Board. The Company Secretary organises and attends all Board and Board Committee meetings and ensures meetings are properly convened; accurate and proper records of the proceedings and resolutions passed are maintained accordingly at the registered office of the Company; and produced for inspection, if required. The Company Secretary is responsible for advising the Board on issues relating to corporate compliance with the relevant laws, rules, procedures and regulations affecting the Board and the Group, as well as best practices of governance. The Company Secretary is also responsible for advising the Directors of their obligations and duties to disclose their interest in securities, disclosure of any conflict of interest in a transaction involving prohibition on dealing in securities and restrictions on disclosure of price-sensitive information. All Directors have unrestricted access to the advice and services of the Company Secretary. The Board through the Board evaluation assessment questionnaire evaluated the support and services of the Company Secretary for the financial year under review. The removal of the Company Secretary is a matter for the Board, as a whole. Insider Trading In line with the Bursa Securities Listing Requirements and the relevant provisions of the Capital Markets & Services Act 2007, Directors, key management personnel and principal officers of the Group are prohibited from trading in securities or any kind of property based on price sensitive information and knowledge, which have not been publicly announced. Notices on the closed period for trading in FGV’s shares are circulated to Directors, key management personnel and principal officers who are deemed to be privy to any price sensitive information and knowledge, in advance of whenever the closed period is applicable. Further information on prohibitions relating to insider trading is codified in the Directors’ CoEC and CoBP. The Directors’ CoEC and CoBP is made available on the Company’s corporate website. Conflict of Interest It has been the practice of the Company to require that members of the Board to make a declaration in the event that they have interests in proposals being considered by the Board, including where such interest arises through close family members, in line with various statutory requirements on the disclosure of Director’s interest. Any interested Directors shall abstain from deliberations and decisions of the Board on the subject proposal and, where appropriate, excuse themselves from being physically present during such deliberations. Further information on conflict of interest is codified in the Directors’ CoEC and CoBP. The Directors’ CoEC and CoBP is made available on the Company’s corporate website. Shareholder Communication The Board recognises the importance of promoting an effective communications channel with all shareholders while ensuring consistency and clarity of disclosures at all times. An effective communications channel is aimed at providing shareholders with transparent and accurate information of the Group’s financial performance and position. In this respect, the Company thrives in maintaining a high standard for the dissemination of relevant and material information of the Group. The Group Corporate Disclosure Policy provides the proper framework and guidelines to govern the release of material and sensitive information so as not to mislead the public and shareholders. Information that is price sensitive or may be regarded as undisclosed material information about the Group is not disclosed to any party until it is already in the public domain through proper disclosure. Felda Global Ventures Holdings Berhad pg 132 STATEMENT ON CORPORATE GOVERNANCE