FGV Annual Report 2015

359 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 Compliance with the Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (“Mccg 2012”) No. Principles/Recommendations Compliance Status Remarks Page Yes No Principle 1: Establish Clear Roles and Responsibilities 1.1 The Board should establish clear functions reserved for the board and those delegated to management. Yes 99, 130-133 1.2 The Board should establish clear roles and responsibilities in discharging its fiduciary and leadership functions. Yes 99 1.3 The Board should formalise ethical standards through a code of conduct and ensure its compliance. Yes 99, 133, 136, 144 1.4 The Board should ensure that the company’s strategies promote sustainability. Yes 14, 20, 38-39, 132, 137, 139, 151-159 1.5 The Board should have procedures to allow its members access to information and advice. Yes 99, 107-108, 111, 132 1.6 The Board should ensure it is supported by a suitably qualified and competent company secretary. Yes 94, 132 1.7 The Board should formalise, periodically review and make public its board charter. Yes 99 Principle 2: Strengthen Composition 2.1 The Board should establish a Nominating Committee which should comprise exclusively of non-executive directors, a majority of whom must be independent. Yes 121 2.2 The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process and annual assessment of directors. Yes 100, 104, 122, 129 2.3 The Board should establish formal and transparent remuneration policies and procedures to attract and retain directors. Yes 101-103, 122-123 Principle 3: Reinforce Independence 3.1 The Board should undertake an assessment of its independent directors annually. Yes 107-108, 116, 120, 122-124, 128 3.2 The tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. Yes None of the Independent Directors have served on the Board for more than nine (9) years. 72, 100, 129 3.3 The Board must justify and seek Shareholders’ approval in the event it retains as an independent director, a person who has served in that capacity for more than nine (9) years. Not Applicable None of the Independent Directors have served on the Board for more than nine (9) years. 72, 100, 129 3.4 The positions of Chairman and CEO should be held by different individuals, and the chairman must be a non-executive member of the Board. Yes 10, 74, 77, 130-131 3.5 The Board must comprise a majority of independent directors where the chairman of the Board is not an independent director. Yes The Chairman of the Board, is a Non-Independent Non-Executive Director. 10, 72, 99-100 The table below sets out the compliance of FGV with the MCCG 2012 in respect of FYE 2015.