FGV Annual Report 2015

121 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 Dear Shareholders The Committee has dual roles in Nomination and Remuneration responsibilities. Under its nomination purview, the Committee is responsible for the review of the Board’s structure, size and composition, including the identification, assessment and recommendation of potential Board candidates. The Committee keeps under review the leadership needs of, and succession planning for, the Group in relation to both Executive Directors and other senior management. In addition, on behalf of the Board, the Committee monitors progress towards the implementation of the Board diversity policy and considers any potential situational conflicts of interest declared by our Board members. The Committee’s responsibility under remuneration include the approval of the Group’s remuneration policy. As part of its role, it considers the terms of fixed pay, annual incentive plans, share plans, other long-term incentive plans, benefits and the individual remuneration packages of Executive Directors and other senior management and in doing so takes into account the pay and conditions across the Group. No Directors are involved in deciding their own remuneration. I can confirm that the information that the Committee has received has been balanced, appropriate and timely, and has enabled the Committee to fulfil its remit. Dato’ Yahaya Abd Jabar Chair of the Nomination and Remuneration Committee REPORT ON THE NOMINATION AND REMUNERATION COMMITTEE Composition and meetings Under the MCCG 2012, the Board is recommended to establish a Nomination Committee which should comprise exclusively of Non-Executive Directors, a majority of whom must be independent. FGV’s Nomination and Remuneration Committee is comprised exclusively of Non-Executive Directors and all its members are Independent Directors. The Chairman of the Nomination and Remuneration Committee is a Senior Independent Non-Executive Director. The Board believes that the current Nomination and Remuneration Committee’s composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all Shareholders and to meet the needs of the Group. The Nomination and Remuneration Committee held ten (10) meetings during the financial year ended 2015. The members of the Nomination and Remuneration Committee during the financial year 2015 and up to 29 March 2016 and the record of their attendance are as follows: DIRECTORS Date of appointment in the Nomination and Remuneration Committee Designation Tenure in the Nomination and Remuneration Committee Number of meetings attended in 2015 1. Dato’ Yahaya Abd Jabar (Senior Independent Non-Executive Director) 20 January 2012 Chairman Approximately 4 years 2 months 10 out of 10 2. Datuk Dr. Omar Salim (Non-Independent Non-Executive Director) 20 January 2012 (Resigned as Member on 20 January 2015) Member 3 years 1 out of 1 3. YB Datuk Noor Ehsanuddin Mohd Harun Narrashid (Independent Non-Executive Director) 29 August 2013 Member Approximately 2 years 7 months 10 out of 10 4. Dato’ Mohamed Suffian Awang (Independent Non-Executive Director) 20 January 2015 Member Approximately 1 year 2 months 9 out of 9