FGV Annual Report 2015

100 Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Statement on Corporate Governance BOARD OF DIRECTORS * DATO’ YAHAYA ABD JABAR TAN SRI DR. SULAIMAN MAHBOB YB DATUK NOOR EHSANUDDIN MOHD HARUN NARRASHID DATO’ MOHD ZAFER MOHD HASHIM DATO’ MOHAMED SUFFIAN AWANG Independent Non-Executive Directors YB TAN SRI HAJI MOHD ISA DATO’ HAJI ABDUL SAMAD DATUK DR. OMAR SALIM DATUK NOZIRAH BAHARI Non-Independent Non-Executive Directors Right balance of skills and experience to make a meaningful contribution to the business of the Company BOARD SKILLS AND DIVERSITY* Experience Capital projects Upstream business Financial Public policy and regulatory Legal and mergers and acquisitions Skills Financial acumen Remuneration Strategy and risk Governance Corporate knowledge Capital projects and manufacturing Global experience Tenure 4 to 6 years 4 Directors 2 to 4 years 3 Directors 0 to 2 years 2 Directors 1 2 3 The Board has identified the need to improve gender diversity on the Board and will continue efforts to seek female candidates to take up Board positions. The Board will continue to seek to appoint capable and competent Directors in order to reach at least 30 percent female representation on the Board. The Board had on 29 March 2016 approved the FGV Board Nomination and Election Policy and Procedures to enhance, clarify and formalise its policies on Board Composition, Independence, Conflict of Interest and Board Assessment. The Policy on Board Composition provides the size of the Board, the selection criteria, the Directors’ skills sets and Board diversity to be considered for new appointments of Directors. The Policy on Board Composition provides that FGV shall adopt and pursue Board diversity in considering the composition of the Board and shall adopt a merits-system which does not discriminate, including on the grounds of gender and ethnicity. The Board shall be implementing improvements in its practices on nomination and election of Directors as detailed in the FGV Board Nomination and Election Policy and Procedures. Non-Independent Executive Director DATO’ MOHD EMIR MAVANI ABDULLAH The Board composition is in compliance with paragraph 15.02 of the Bursa Securities Listing Requirements. The composition of the Board fairly reflects the interest of the significant Shareholders, without compromising the interest of the minority Shareholders. The Independent Non-Executive Directors on the Board act as caretakers of the minority Shareholders, and their views carry significant weight in the Board’s decision-making process. The presence of Independent Non-Executive Directors fulfils a pivotal role in corporate accountability. Although all the Directors have equal responsibility at the Board level, the roles of these Independent Non-Executive Directors are particularly important as they provide unbiased and independent views, advice, as well as judgement to take account of the interests, not only of the Group, but also that of minority Shareholders, employees, customers, suppliers and the many communities within which the Group conducts its business. The Board places great importance on the balance of its Independent Non-Executive Directors since they serve as an essential source of impartial and professional guidance to protect the interest of the Shareholders. * As at 29 March 2016