FGV Annual Report 2015

125 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 tone from the top of the Group, which is set by senior management, is critical to effective governance and risk management. During the year the Committee continued to focus on steps taken to communicate and reinforce the Group’s commitment to doing the right thing. The overarching objective of the Committee’s work is to maintain assurance that the Group continues to operate within the Board-approved strategy and that the Group’s risk management systems and controls are properly structured and implemented. Given the continuing challenging macroeconomic conditions and the pace and complexity of changing regulatory requirements, the Committee has been proactive in ensuring that the risks facing the Group are well understood and that steps are being taken to mitigate these risks. Further details can be found on pages 140 to 148 of the Statement on Risk Management and Internal Control. 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 responsibility. Tan Sri Dr. Sulaiman Mahbob Chair of the Board Governance & Risk Management Committee REPORT ON THE BOARD GOVERNANCE & RISK MANAGEMENT COMMITTEE The Board Governance & Risk Management Committee was established on 29 August 2013 to assist the Board in fulfilling its statutory and fiduciary responsibilities in relation to governance, ethics and risk management. The Board Governance & Risk Management Committee shall be assisted by the Group President/Chief Executive Officer, the Group Governance Division and the Group Risk Management Division, to drive the governance and compliance, ethics and integrity and risk management programs across the Group. Composition and meetings Under its Terms of Reference, the Board Governance & Risk Management Committee shall comprise of not less than three (3) members whom shall be appointed from members of the Board, a majority of whom must be Independent Non-Executive Directors. The Board Governance & Risk Management Committee held four (4) meetings during the financial year ended 2015. The members of the Board Governance & Risk Management 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 Board Governance & Risk Management Committee Designation Tenure in the Board Governance & Risk Management Committee Number of meetings attended in 2015 1. Tan Sri Dato’ Sri Dr. Wan Abdul Aziz Wan Abdullah (Independent Non-Executive Director) 29 August 2013 (Resigned as Chairman/ Member on 20 January 2015) Chairman Approximately 1 year 5 months Not Applicable 2. Tan Sri Dr. Sulaiman Mahbob (Independent Non-Executive Director) (Appointed as Member on 8 April 2014) (Appointed as Chairman on 24 February 2015) Chairman Approximately 1 year 11 months 4 out of 4