FGV Annual Report 2015

108 Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Board Committees The Board delegates certain of its governance responsibilities to the following Board Committees, which operate within clearly defined terms of references, primarily to assist the Board in discharging its responsibilities. Although the Board has granted such discretionary authorities to these Board Committees to deliberate and decide on certain key and operational matters, the ultimate responsibility for final decision lies with the full Board. All deliberations and decisions taken by the Board Committee are documented and approved by the respective Committee Chairman prior to submission as Board papers for deliberation at Board meeting. The Board reviews the Committees’ authorities and terms of reference from time to time to ensure their relevance. The Board currently has four (4) main Board Committees as follows: 1. Audit Committee; 2. Nomination and Remuneration Committee; 3. Investment Committee; and 4. Board Governance & Risk Management Committee. The above Board Committees’ Terms of Reference, composition and activities are summarised in the respective Board Committees’ Report in the following pages of this Annual Integrated Report: 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 did not hold any meeting in 2015 and was abolished on 24 February 2015. Statement on Corporate Governance Report on the Audit Committee Report on the Investment Committee Report on the Nomination and Remuneration Committee Report on the Board Governance & Risk Management Committee P. 110 P. 119 P. 121 P. 125 FGV BOARD MEETING/annual general meeting DATES A formal evaluation was conducted to assess the Board’s performance as well as to recommend improvement areas and remedial actions to improve the Board’s effectiveness. The performance evaluation was conducted for the Board as a whole, its Committees and contributions from each individual Director. For the FYE 2014, the Board appointed an external consultant to facilitate the Board evaluation process. The evaluation process involved a peer and self-review assessment, where Directors’ assessed their own as well as their fellow Directors’ performance, taking into consideration the principles as enunciated in the MCCG 2012 as well as the provisions in the Listing Requirements pertaining to the assessment of Directors, including the assessment of the Independent Directors. Peer and self-assessment questionnaires were developed and distributed to all Board members. The questionnaire covered areas that included, amongst others, the responsibilities of the Board in relation to strategic planning, risk management, performance management, financial reporting, external audit and internal control processes, human capital management, corporate social responsibility, communication, corporate governance, and Shareholders’ interest and value. Other areas that were assessed amongst others, included the Board composition and size, the contribution of each member of the Board during meetings, the quality of Board’s decision- making and outcome, information and support rendered to the Board as well as meeting arrangements. Similar topics were covered in the questionnaire pertaining to each Board Committees. The results of the assessment and its recommendations thereof, were compiled and collectively summarised and reported to the Nomination and Remuneration Committee. The Chairman of the Nomination and Remuneration Committee presented the Board Performance Evaluation results in the ensuing meeting for deliberation. The Board upon assessing the results, identified action plans and initiatives, as part of a continual improvement process in the boardroom. It is the Board’s goal to ensure that it is doing the right things, in the right way and, in doing so, is setting the right tone for the adoption of good governance for FGV and the Group. For the FYE 2014, no major concerns were raised. 20 Jan 16 June 24 Feb 11 Aug 25 Mar 24 Aug 28 Apr 22 Sept 20 May 20 Oct 26 May 26 Nov 10 June 8 Dec Board Meeting Annual General Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting Board Meeting