FGV Annual Report 2015

124 Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Statement on Corporate Governance Summary of activities of the Nomination and Remuneration Committee During the FYE 2015, the Nomination and Remuneration Committee reviewed/considered the following matters and made recommendations to the Board for approval: 1. Assessment of the Effectiveness of the Board, Board Committees and Individual Directors; 2. Annual Assessment of the Independent Directors of FGV Board; 3. Proposed appointment of new Directors; 4. Proposed appointment of Joint Company Secretary; 5. Revised composition of the Board Committees of FGV; 6. Proposed new composition of the Board in FGV Group of Companies; 7. Proposed Bonus Payout for the Financial Year 2014; 8. Group President/Chief Executive Officer’s salary increment proposal for the Financial Year 2015; 9. Re-appointment/re-election of Directors retiring at the 2015 AGM; 10. Extension of the Fixed Term Contracts for the Group’s Top Management; 11. Reviewed the promotion of the Group’s Top Management positions; 12. Annual review on the remuneration package for the Group President/Chief Executive Officer and the Group’s Top Management; 13. Proposed amendments to Board Remunerations Policy; 14. Group Human Resources Policy, International Assignment Policy, Asset and Personal Interest Declaration Policy, Parking Subsidy Policy, Total Rewards Philosophy, Training and Development Policy; 15. Voluntary Separation Scheme Proposal; 16. The disclosure in the Statement on Corporate Governance to be included in the Annual Integrated Report for the financial year 2014 relating to the followings: a) activities of the Nomination and Remuneration Committee in the discharge of its duties for the Financial Year 2014; b) the Board composition; c) the Board nomination and election process of Directors and the criteria used by the Nomination and Remuneration Committee in the selection process; d) the assessment undertaken by the Nomination and Remuneration Committee in respect of its Board, Board Committees and individual Directors and criteria used for such assessment; e) trainings attended by the Directors; and f) the Directors’ remuneration; 17. Proposed Annual Fees for FGV Board, FGV Board Committees’ Members and Independent Advisors of FGV Investment Committee; 18. Employees Code of Ethics and Conduct; 19. Employees Long Term Incentive Plan Proposal; 20. Salary Structure Revision Proposal; 21. Performance Remuneration Plan Proposal; 22. Medical Facilities for 2016; and 23. Salary Increment Proposals for the Financial Year 2016. The Nomination and Remuneration Committee Chairman updated the Board on matters deemed to be of major importance deliberated at the Nomination and Remuneration Committee Meetings and its recommendations. The copies of confirmed minutes of each of the Nomination and Remuneration Committee Meeting were also circulated to the Board for noting at the next practicable Board Meeting. During the FYE 2015, the Nomination and Remuneration Committee considered the proposed appointment of Dato’ Mohd Zafer Mohd Hashim and Dato’ Mohamed Suffian Awang as Non-Independent Non-Executive Directors of FGV and deliberated that they are suitable candidates to sit as Directors in FGV after taking into account the current and future needs of FGV and having assessed their independent status. This Report is made in accordance with a resolution of the Board of Directors and approved at the Board Meeting dated 29 March 2016.