FGV Annual Report 2015

133 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 Cluster Boards shall be responsible for the following: i. continuously appraise the Business Cluster’s major, current and emerging risks and oversee that appropriate risk management procedures are in place; ii. ensure proper implementation of internal control policies and procedures for Business Cluster, to effectively monitor and manage those risks, in line with FGV policies on related matters; and iii. ensure compliance of the Business Cluster’s conduct to the regulatory requirements. The Cluster Head shall be responsible to seek advice from the Cluster Boards on any compliance issues. d) Shareholder communication policy for the Business Cluster The Cluster Boards shall adopt the Stakeholder communication policy of FGV, as approved by the Main Board. Executive Committee The Executive Committee is established to support the Group President/ Chief Executive Officer in stewardship of the Group to centrally monitor the Group’s performance, co-ordinate and align the Group management and business operations to achieve FGVGroup’s vision, mission, strategies, through good corporate governance principles and best business and control practices based on the directions, guidance, decisions and policies of the Board of Directors and the Board Committees. The current Executive Committee members are the Group President/Chief Executive Officer, all Business Cluster Heads, FGV Chief Financial Officer, FGV Chief Counsel, FGV Chief Human Resources Officer, the Head, Group Strategy, FGV Company Secretaries and the Head, International Business. The Head, Business Development & Acquisition, the Head, Group Governance Division, and FGV Chief Internal Auditor attend the Executive Committee meetings as invitees. The Executive Committee meets once a month or more frequently as circumstances dictate. The Executive Committee held 14 meetings in the financial year. Insider Trading In line with the Bursa Securities Listing Requirements and the relevant provisions of the Capital Markets & Services Act 2007, Directors, key management personnel and principal officers of the Group are prohibited from trading in securities or any kind of property based on price sensitive information and knowledge, which have not been publicly announced. Notices on the closed period for trading in FGV’s shares are circulated to Directors, key management personnel and principal officers who are deemed to be privy to any price sensitive information and knowledge, in advance of whenever the closed period is applicable. Further information on prohibitions relating to insider trading is codified in the Directors’ CoEC and CoBP. The Directors’ CoEC and CoBP are made available to the Directors in the Directors’ Manual and are also published on the Company’s corporate website. Conflict of Interest It has been the practice of the Company to require that members of the Board to make a declaration in the event that they have interests in proposals being considered by the Board, including where such interests arise through close family members, in line with various statutory requirements on the disclosure of Director’s interest. Any interested Directors shall abstain from deliberations and decisions of the Board on the subject proposal and, where appropriate, excuse themselves from being physically present during such deliberations. Further information on conflict of interest is codified in the Directors’ CoEC and CoBP. Shareholder Communication The Board recognises the importance of promoting an effective communications channel with all Shareholders while ensuring consistency and clarity of disclosures at all times. An effective communications channel is aimed at providing Shareholders with transparent and accurate information of the Group’s financial performance and position. In this respect, the Company thrives in maintaining a high standard for the dissemination of relevant and material information of the Group. The Group Corporate Disclosure Policy provides the proper framework and guidelines to govern the release of material and sensitive information so as not to mislead the public and Shareholders. Information that is price sensitive or may be regarded as undisclosed material information about the Group is not disclosed to any party until it is already in the public domain through proper disclosure. FGV’s Investor Relations programme ensures a planned and balanced engagement with its current and potential Shareholders providing a variety of forum including meetings, conference calls, investor conferences and management presentations. All investor relations activities are conducted by the Management, including the Group President/Chief Executive Officer and/or FGV Chief Financial Officer. The full report on the Investor Relations unit activities are as stated on pages 69 to 71 of this Annual Integrated Report. QUARTERLY RESULTS ANALYST BRIEFINGS The Company holds media and analyst results briefings and/or conference calls chaired by the Group President/Chief Executive Officer and/or FGV Chief Financial Officer immediately after each announcement of quarterly results to Bursa Securities. The briefings provide a platform for analysts to receive a balanced and complete view of FGV Group’s performance and the issues faced.