FGV Annual Report 2015

132 Felda Global Ventures Holdings Berhad Annual Integrated Report 2015 Statement on Corporate Governance Company Secretaries FGV Company Secretaries have the prerequisite qualifications and experience to support the Board. FGV Company Secretaries organise and attend all Board and Board Committee meetings and ensure meetings are properly convened; accurate and proper records of the proceedings and resolutions passed are maintained accordingly at the registered office of the Company; and produced for inspection, if required. FGV Company Secretaries are responsible for advising the Board on issues relating to corporate compliance with the relevant laws, rules, procedures and regulations affecting the Board and the Group, as well as best practices of governance. FGV Company Secretaries are also responsible for advising the Directors of their obligations and duties to disclose their interest in securities, disclosure of any conflict of interest in a transaction involving prohibition on dealing in securities and restrictions on disclosure of price- sensitive information. All Directors have unrestricted access to the advice and services of the FGV Company Secretaries. The Board through the Board evaluation assessment questionnaire evaluated the support and services of FGVCompany Secretaries for the financial year under review. The appointment and removal of any of FGV Company Secretaries is a matter for the Board, as a whole. Authority Limits FGV Board’s delegation of powers to the Board Committees, the Group President/Chief Executive Officer, the Cluster Boards and Management are aligned to the Board Charter and are expressly set out in an approved Group Discretionary Authority Limits (Group DAL) and Employee Approving Authority (EAA). The Board approved the EAA on 25 March 2015 and the revised Group DAL on 22 September 2015, which is used consistently throughout FGV and its subsidiaries. The Group DAL and EAA establishes a sound framework of authority and accountability within the Group, including segregation of duties, which facilitates timely, effective and quality decision-making at the appropriate levels in the Group’s hierarchy. Cluster Boards The Board appoints its members to sit on subsidiary boards, in particular the Cluster Boards, namely Felda Global Ventures Plantations Sdn Bhd, Felda Global Ventures Downstream Sdn Bhd, Felda Global Ventures Sugar Sdn Bhd, Felda Holdings Bhd, Felda Global Ventures Rubber Sdn Bhd and FGV R&D and Agri-Services Sdn Bhd to maintain oversight and ensure that the operations of the respective subsidiaries are aligned with the Group’s strategies and objectives. The Cluster Boards are collectively responsible to assist the Board in the proper stewardship of the assigned companies under the respective Business Cluster. The Cluster Boards are responsible to adopt and implement FGV’s corporate governance policies and practices for its respective Business Cluster which operate within clearly defined terms of references. The Cluster Boards shall assume responsibility in the following four (4) principal matters: a) Strategic Direction, Strategic Plan and Annual Business Plan The Cluster Boards shall review Assigned Companies’ proposals on the Annual Business Plan, including Budget, taking into account the sustainability of the Assigned Companies’ business, including consideration given to the environmental, social and governance aspects of the business. The Cluster Boards shall recommend to the Main Board the strategic direction, strategic plan and the Annual Business Plan of the respective Business Cluster, for the approval of the Main Board. Upon approval by the Main Board, the Cluster Boards shall adopt the strategic direction, strategic plan and Annual Business Plan for its Assigned Companies. The Cluster Boards shall also monitor the implementation of the strategic direction, strategic plan and the Annual Business Plan of its respective Business Cluster. b) Business conduct of the Business Cluster The Cluster Boards shall oversee the conduct of the Business Cluster as a whole, to ensure that the business is properly managed. This includes the financial and non-financial conduct of the Business Cluster. The Cluster Boards shall ensure that there are measures (e.g. Key Performance Indicators, Key Risk Indicators) in place against which Business Cluster’s conduct can be assessed. In relation to the monitoring of the Business Cluster’s financial conduct, the Cluster Boards is responsible for the following: i) Monitor financial performance against approved budget; ii) Review the Business Cluster’s funding requirements on a continuing basis, including significant treasury matters and its recommendations for financing requirements; and iii) Ensure proper procedures are in place and that the financial statements of the Business Cluster are reviewed for integrity and approved for timely lodgement to the FGV Group. c) Principal risks, internal controls and mitigation measures The Cluster Boards shall identify principal risks of all aspects of the Business Cluster and ensure the implementation of the internal controls as well as mitigation measures to manage the risks, consistent with the risk appetite of the Main Board.