FGV Annual Report 2015

105 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 15. The role of the Boards in fraud risk management. 16. Wasatiyyah International Seminar 2015. 17. World Economic Forum Annual Meeting 2015. 18. Induction programme. 19. FGV Board Walkabout 2015. FGV BOARD MEETINGS The Board requires all members to devote sufficient time to the workings of the Board, to effectively discharge their duties as Directors, and to use their best endeavours to attend meetings. Board Meetings and Board Committee Meetings are scheduled in advance of the new financial year to enable Directors to plan ahead and fit the year’s meetings into their schedules. Special Board Meetings are convened between the scheduled meetings to consider urgent proposals or matters that require expeditious decision or deliberation by the Board. The Board has a regular annual schedule of matters which is tabled to the Board for their approval and/ or notation which includes business performance updates, unaudited quarterly results, reports from all operating segments and on strategy, investments, financial and investor relations. In order for the Board Meetings to be more effective and to ensure in-depth deliberations of matters are achieved, the meeting agenda at Board Meetings are sequenced taking into account the complexity of the matters for discussion/proposal and/or whether these are items for approval, discussion or notation by the Board. Whenever necessary, Top Management or external advisors are also invited to attend Board Meetings and Board Committee Meetings to provide further clarity on agenda items being discussed to enable the Board and/or Board Committees to arrive at a considered and informed decision. During the FYE 2015, the Board met thirteen (13) times to deliberate and consider a variety of significant matters that required its guidance and approval. The Board held two ad hoc meetings on 20 May 2015 and 10 June 2015 during the year and due to short notice of these meetings, some Directors were unable to attend, but were fully briefed on the matters discussed. All Directors have complied with the requirement that Directors must attend at least 50 percent of Board Meetings held in the FYE 2015 pursuant to the Bursa Securities Listing Requirements. The attendance of the respective Directors in respect of the Board Meetings held during the FYE 2015 is set out below: Board Meeting Attendance FYE 2015 Directors Number of Board Meetings Attended (During the Directors’ Tenure) Percentage Non-Independent Non-Executive Director YB Tan Sri Haji Mohd Isa Dato’ Haji Abdul Samad 12/13 92.3% Datuk Dr. Omar Salim 11/13 84.61% Datuk Nozirah Bahari 9/13 69.23% Datuk Haji Faizoull Ahmad (Retired on 16 June 2015) 0/7 0% Independent Non-Executive Director Dato’ Yahaya Abd Jabar 12/13 92.3% Tan Sri Dato’ Sri Dr. Wan Abdul Aziz Wan Abdullah (Resigned on 20 January 2015) Not applicable Not applicable Tan Sri Ismee Ismail (Resigned on 20 January 2015) Not applicable Not applicable YB Datuk Noor Ehsanuddin Mohd Harun Narrashid 11/13 84.61% Tan Sri Dr. Sulaiman Mahbob 11/13 84.61% Fazlur Rahman Ebrahim (Resigned on 20 January 2015) Not applicable Not applicable Dato’ Mohd Zafer Mohd Hashim (Appointed on 20 January 2015) 10/13 76.92% Dato’ Mohamed Suffian Awang (Appointed on 20 January 2015) 13/13 100% Non-Independent Executive Director Dato’ Mohd Emir Mavani Abdullah 13/13 100%