FGV Annual Report 2015

123 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 the Board containing a brief description on the type of training attended by Directors during the financial year. In selecting and recommending the appointment of new Directors, the Nomination and Remuneration Committee will recommend candidates who have the appropriate range of skills, experience and expertise that will best complement the Board’s effectiveness. 10. To develop succession plans including appointing, training, fixing the compensation of and, where appropriate, replacing Group’s Top Management. The Nomination and Remuneration Committee should work with the Board on succession planning. 11. To consider any other matters referred to the Nomination and Remuneration Committee by the Board. 12. To review and make recommendations to the Board in relation to the remuneration policies for: a. Non-Executive Directors of FGV Group, to ensure that remuneration framework, policies and fee levels are adequate to attract, retain and motivate high calibre individuals as Directors; b. The Group President/Chief Executive Officer, Group’s Top Management and other executives who report directly to the Group President/Chief Executive Officer. 13. To assess the effectiveness and relevance of the Remuneration Policy annually, and as and when the need arises. In particular, the Committee must be satisfied that: a. All applicable provisions regarding remuneration and its disclosure as set out in relevant laws and regulations are appropriately reflected in the Remuneration Policy. b. The Remuneration Policy encourages behaviour that supports FGV’s long-term financial soundness, growth and success within an appropriate risk management framework. c. The Remuneration Policy demonstrates a clear relationship between individual performance and remuneration. d. The Remuneration Policy, where appropriate, specifies an appropriate mix of remuneration, reflecting the short and long- term performance objectives appropriate to FGV’s circumstances and goals. 14. To review and make recommendations to the Board annually on the entire specific contractual and remuneration arrangements for the Group President/Chief Executive Officer or Executive Director having regard to the Remuneration Policy, including: a. Fixed remuneration levels; b. Short and long term remuneration targets and outcomes (including performance targets); c. Any termination payments to be made; d. Retention and sign-on rewards; e. The development of any equity based plan to apply to the Group President/Chief Executive Officer; and f. Any other forms of remuneration. 15. To determine and agree with the Board an appropriate performance framework, endorse its application in setting performance targets for the remuneration of the Group President/Chief Executive Officer or Executive Director and assessing their performance against such targets, to determine resultant annual remuneration levels. 16. To evaluate and make recommendations to the Board on the performance of the Group President/Chief Executive Officer in light of his or her goals and objectives. 17. To review and make recommendations to the Board annually on the individual remuneration levels and arrangements for Senior Executives and other executives who are direct reports of the Group President/Chief Executive Officer and any other person the Board determines having regard to the Remuneration Policies; including: a. Fixed remuneration levels; b. Short and long term remuneration targets and outcomes; c. Any termination payments to be made; d. Retention and sign-on rewards; e. All incentive awards to be made to each individual; and f. Any other forms of remuneration. 18. To approve the specific individual contractual arrangements for Group Executives and other executives who are direct reports of the Group President/Chief Executive Officer. 19. To review and recommend to the Board the size of variable reward pools as part of the Group’s annual plan based on consideration of pre-determined business performance indicators and the financial soundness of FGV. 20. To review and note annually the remuneration trends across the FGV Group. 21. To be aware of and advise the Board on any major changes in employee benefit structures throughout the FGV Group. PERFORMANCE REVIEW On an annual basis, the Board shall evaluate the Nomination and Remuneration Committee’s performance and extent to which the Nomination and Remuneration Committee has met the requirements of its Terms of Reference, including the term of office and performance of the Nomination and Remuneration Committee and each of its members. 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 Nomination and Remuneration Committee’s Terms of Reference are published in the Company’s corporate website at www.feldaglobal.com.