FGV Annual Report 2015

120 Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Summary of the Terms of Reference of the Investment Committee PURPOSE The purpose of the Investment Committee is to review, monitor and recommend to the Board significant matters related to all existing and potential investments of FGV and its Group of Companies (the Group), in line with FGV’s prevailing Discretionary Authority Limits (DAL) and Investment Policy. The Investment Committee shall facilitate FGV Board’s statutory and fiduciary responsibility relating to the functions and duties of the Investment Committee. SCOPE AND FUNCTIONS The scope and functions of the Investment Committee are as set out below: 1. To evaluate proposals on new investments and disposals of significant value to ensure consistency with the Global Strategy Blueprint and returns in excess of a hurdle rate adjusted for risk and performance premium; 2. To recommend investments of a prescribed amount as determined by the Board from time to time under the Group DAL; 3. To review financial investment portfolios of the Company and Group. This includes and is not limited to existing and new merger and acquisitions, new partnerships, divestments and large capital expenditure projects which are not within the ordinary course of business; 4. To oversee current and future capital and financial resource requirements; 5. To monitor the fund raising activities of FGV Group; and 6. To conduct the annual performance evaluation of FGV Group’s investment activities. PERFORMANCE REVIEW On an annual basis, the Board shall evaluate the Investment Committee’s performance and extent to which the Investment Committee has met the requirements of its Terms of Reference. This performance assessment may constitute a part of the annual Board Effectiveness Assessment, pertaining to the assessment of Board Committees. The full details of the Investment Committee’s Terms of Reference are published in the Company’s corporate website at www.feldaglobal.com. Summary of activities of the Investment Committee During the FYE 2015, the Investment Committee reviewed/considered on the following matters and made recommendations to the Board for approval: 1. Reviewed all major investment proposals in accordance with the Group DAL including their funding requirements. 2. Reviewed divestment proposals of FGV subsidiaries. 3. Reviewed major acquisitions in accordance with the Group DAL including their funding requirements. 4. Reviewed disposal proposals. 5. Reviewed joint-venture proposals and Memorandum of Understanding proposals. During the FYE 2015, the Investment Committee reviewed/considered on the following matters: 1. Reviewed due diligence expenses for investments and acquisitions within limits set out in the Group DAL. 2. Received updates on post-investment risk mitigation strategies to ensure implementation of these strategies after the Board’s approval. The Investment Committee Chairman updated the Board on matters deemed to be of major importance deliberated at the Investment Committee Meetings and its recommendations. The copies of confirmed minutes of each of the Investment Committee Meeting were also circulated to the Board for noting at the next practicable Board Meeting. This Report is made in accordance with a resolution of the Board of Directors and approved at the Board Meeting dated 29 March 2016. Statement on Corporate Governance