FGV Annual Report 2015

99 WHO WE ARE & WHAT WE DO OUR STRATEGIC INTENT & PERFORMANCE HOWWE ARE GOVERNED CREATING SUSTAINABLE VALUE OUR NUMBERS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING ADDRESSING OUR RISKS & OPPORTUNITIES Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Statement on Corporate Governance Collective Responsibility of the Board The Board is collectively responsible for the overall conduct of FGV Group’s business and takes full responsibility for the performance of the Company and the Group. The Board members exercise due diligence and care in discharging their duties and responsibilities, and ensure that high ethical standards are applied through compliance with the applicable rules and regulations, directives, guidelines, and adoption of best practices whilst acting in the best interest of FGV Group and its Shareholders. Formalised Ethical Standards In discharging its responsibilities, the Board observes the principles of ethical conduct as contained in the FGV Code of Ethics and Conduct (CoEC) and Code of Business Practice (CoBP) for Directors. The CoEC and CoBP outlines the ethical standards of behaviour and conduct expected from all Directors of FGV Group. All Directors have given their commitment to comply with the CoEC and CoBP through a signed declaration. The Directors’ CoEC and CoBP are made available to the Directors and are also published on the Company’s corporate website. The Board Charter In line with the principles of good corporate governance, our Board has formally adopted a Board Charter, which provides guidance to the Board in the fulfilment of its roles, duties and responsibilities. The Board Charter outlines the roles and responsibilities of the Board, the balance and composition of the Board, the Board’s authorities, schedule of matters reserved for the Board, the establishment of the Board Committees, processes and procedures for convening Board meetings, the Board’s assessment and review of its performance, compliance with ethical standards, Board’s access to information and advice and declarations of conflict of interest. The Board Charter was last reviewed on 26 November 2015. The Board Charter is made available on the Company’s corporate website at www.feldaglobal.com. Responsibilities and Duties Broadly, the Board assumes the following principal responsibilities in discharging its fiduciary and leadership duties: 1. Reviewing and adopting a sustainable strategic plan for the Group’s business. 2. Overseeing the conduct of the Group’s business. 3. Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures. 4. Succession planning, self-evaluation and appointments. 5. Overseeing the development and implementation of investor relations programmes and a Stakeholder communications policy. 6. Reviewing the adequacy and the integrity of theGroup’sManagement information and internal controls systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. Formal Schedule of Matters Reserved for the Board A formal schedule of matters reserved for the Board to ensure the direction and control of the Company are in its hands, has been provided for in the Board Charter, and includes amongst others: • Matters relating to the Board and Group President/Chief Executive Officer appointments and Board structures. • Matters relating to the Board, Group President/Chief Executive Officer and Top Management remunerations. • Approval of strategic plans, investments, divestments, delegation of authorities and any major changes in the activities of the Group. • Approval of the annual budgets, financial statements, dividends, matters related to managing risks and controls, and financial decisions. Providing effective leadership Our directors and composition of the Board The Board remains focussed on enhancing the diversity of Directors’ perspectives. Directors are chosen for their corporate leadership skills, experience and expertise. Diversity of experience in business, as well as academic backgrounds, are considered. The right blend of skills and experience is crucial in ensuring the attainment of long-term value for FGV’s Shareholders. New directors are inducted. They are apprised of FGV’s business, their duties and responsibilities as Directors and are also given the opportunity to visit FGV’s plants and operations. The development of industry and FGV Group knowledge is a continuous process and Directors are briefed on legal developments and changes in the risk and general business environment on an on-going basis. Board Balance and Composition Under the Company’s Articles of Association, the number of Directors shall not be less than two (2) and not more than twelve (12). As at the date of this Statement, there are nine (9) members on the Board, comprising: • five (5) Independent Non-Executive Directors, • three (3) Non-Independent Non-Executive Directors, and • one (1) Non-Independent Executive Director (Group President/Chief Executive Officer).