FGV Annual Report 2015

104 Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Statement on Corporate Governance Governance Processes BOARD NOMINATION AND ELECTION PROCESS The candidates to the Board, including the Group President/Chief Executive Officer, are first considered by the Nomination and Remuneration Committee, before they are recommended to the Board. The Nomination and Remuneration Committee assesses the suitability of candidates, taking into account the required mix of skills, knowledge, character, expertise and experience, professionalism, integrity, competencies, time commitment and other qualities, before recommending their appointment to the Board for approval. For appointment of Independent Directors, the Nomination and Remuneration Committee assesses candidates based on the criteria of independence. The FGV Board Nomination and Election Policy and Procedures, which was approved by the Board on 29 March 2016, provides that the sourcing of the candidates to the Board may be undertaken internally via recommendation by the Chairman of the Nomination and Remuneration Committee, and within the bounds of practicality, by any Directors or Major Shareholder of FGV or undertaken externally through the recommendation of independent third party service providers appointed by the Board. The Nomination and Remuneration Committee shall then make a full assessment of the candidates to assess the necessary and desirable core competencies to maintain an appropriate balance of skills, experience, expertise and diversity for the Board to discharge its responsibilities effectively. The selection criteria includes the following: 1. Skills, knowledge, expertise and experience; 2. Contribution and performance; 3. Character, professionalism and integrity; 4. Number of directorships and other external obligations which may affect the Director’s commitment, including time commitment and value contribution; and 5. In the case of candidates for the position of Independent Director, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected by Independent Directors. RE-ELECTION OF DIRECTORS In accordance with the Articles of Association of the Company, at each Annual General Meeting (AGM), 1/3 of Directors shall be subject to retirement by rotation, but they shall be eligible for re-election. The Directors to retire in every year shall be those who have been longest in office since their last re-election or appointment, and each Director shall retire at least once in every three (3) years. Newly appointed Directors during the year must offer themselves to the Shareholders for re-election at the first AGM following their appointment. Directors over the age of seventy (70) years are also required to submit themselves for re-appointment annually, in accordance with Section 129(6) of the Companies Act, 1965. None of the Company Directors have reached the age of seventy years. The Nomination and Remuneration Committee reviews and recommends to the Board the rotation and re-election of Directors at the AGM. Where a Director is due to retire from office, the Nomination and Remuneration Committee reviews the composition of the Board and decides whether to recommend the retiring Director for re-election taking into consideration the Director’s attendance and time commitment. INDUCTION AND CONTINUOUS PROFESSIONAL DEVELOPMENT Induction programmes were conducted for all newly appointed Directors, which included briefings by Top Management to provide the Directors with the necessary information to assist them in understanding the operations of the Group, current issues and corporate strategies as well as the management structure of the Company and the Group. Site visits to the Group’s plantation and mills operation, refineries and research centres and various training for the Board and Top Management were organised during FYE 2015. All directors have attended and successfully completed the Mandatory Accreditation Programme as required by the Bursa Securities Listing Requirements. All Directors are encouraged to attend continuous education programmes, talks, seminars, workshops and conferences to enhance their skills and knowledge and to ensure Directors keep abreast with new developments in the business environment, and enhance their skills and knowledge. On an on-going basis, the Company identifies conferences and seminars which are beneficial for the Directors to attend. The Company provides a dedicated training budget for Directors’ continuing development. The Directors are also encouraged to attend appropriate external or internal training on subject matter that aids the Directors in the discharge of their duties as Directors, at the Company’s expense. During the FYE 2015, the Directors have attended the following training programmes, as deemed necessary, to further enhance their knowledge to enable them to discharge their duties and responsibilities more effectively: 1. Mandatory Accreditation Programme (MAP) for Directors of Public Listed Companies (Pursuant to Paragraph 15.09 of Bursa Securities Listing Requirements). 2. 11 th Palm Oil Conference and 2016 Price Outlook. 3. 3 rd Oleochemical Outlook Conference. 4. 7 th Annual Corporate Governance Summit: Creating Sustainable Value Through Governance. 5. Audit, Internal Control and Fraud Detection Seminar. 6. Biofuels Worlds, Jakarta. 7. Budget Retreat 2015. 8. Bursa Malaysia Palm and Lauric Oils Price Outlook Conference and Exhibition (POC 2015). 9. Global Expert Series Programme. 10. Governance, Directors’ Duties and Regulatory Updates Seminar. 11. Gulfood Dubai. 12. National Seminar on Trans Pacific Partnership Agreement. 13. Remuneration Reward Practices Seminar 2015. 14. The 13 th Annual Roundtable Conference on Sustainable Palm Oil.