FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 98 HOW WE ARE GOVERNED Under the Company's Articles of Association, the number of Directors shall not be less than two (2) and not more than twelve (12). The composition of the Board fairly reflects the interest of the significant Shareholders, without compromising the interest of the minority Shareholders. The Board composition is also in compliance with paragraph one 15.02 of the Bursa Securities Listing Requirements. As at the date of this Statement, there are nine (9) members on the Board, comprising: • five (5) Independent Non-Executive Directors, • three (3) Non-Independent Non-Executive Directors, and • one (1) Non-Independent Executive Director (GP/CEO). FGV has in place a Board Nomination and Election Policy and Procedures to enhance, clarify and formalise its policies on Board Composition, Independence, Conflict of Interest and Board Assessment. The Policy on Board Composition provides the size of the Board, the selection criteria, the Directors' skills sets and Board diversity to be considered for new appointments of Directors. The Policy on Board Composition also provides that FGV shall adopt and pursue Board diversity in considering the composition of the Board and shall adopt a meritocracy system which does not discriminate, particularly on the grounds of gender and ethnicity. The Board shall be implementing improvements in its practices on nomination and election of Directors as detailed in the FGV Board Nomination and Election Policy and Procedures. The Board remains focused on enhancing the diversity of Directors' perspectives. Directors are chosen for their corporate leadership skills, experience and expertise. Diversity of experience in business as well as academic backgrounds are also considered. The right blend of skills and experience is crucial in ensuring the attainment of long-term value for FGV's Shareholders. The Board has identified the need to improve gender diversity and will continue efforts to seek female candidates to take up Board positions in order to reach at least 30 percent female representation on the Board. INDEPENDENT NON-EXECUTIVE DIRECTORS The Independent Non-Executive Directors on the Board act as caretakers of the minority Shareholders, and their views carry significant weight in the Board's decision-making process. The presence of Independent Non-Executive Directors fulfils a pivotal role in corporate accountability. Although all the Directors have equal responsibility at the Board level, the roles of these Independent Non-Executive Directors are particularly important as they provide unbiased and independent views, advice, as well as judgement to take account of the interests, not only of the Group, but also that of minority Shareholders, employees, customers, suppliers and the many communities within which the Group conducts its business. The Board places great importance on the balance of its Independent Non-Executive Directors since they serve as an essential source of impartial and professional guidance to protect the interest of the Shareholders. The Board has undertaken an assessment of the Independent Non-Executive Directors, and has concluded that each of them continues to demonstrate behaviour that reflects their independence, which is in accordance with the definition of Independent Directors under Paragraph 1 of the Bursa Securities Listing Requirements. The independence of Non-Executive Directors is reviewed on an annual basis as part of the Directors' evaluation process. The Board is satisfied that all its Independent Non-Executive Directors represent the interest of the minority Shareholders by virtue of their roles and responsibilities. TheMCCG2012's recommendation on reinforcing independence provides a limit of a cumulative term of nine (9) years tenure for an Independent Director, after which, the said Directors may either seek Shareholders' approval to continue to remain on the Board or be re-designated to a Non-Independent Non-Executive Director. To date, none of the Independent Non-Executive Directors of FGV have served a cumulative term of nine (9) years tenure. The Board has identified Dato' Yahaya Abd Jabar as the Senior Independent Non-Executive Director to whom concerns of Shareholders and Stakeholders may be conveyed. Shareholders and other interested parties may contact Dato' Yahaya Abd Jabar to address any concerns in writing or via telephone, facsimile or electronic mail as follows: Tel : +603 2859 0003 Fax : +603 2859 0016 Email : sid@feldaglobal.com Postal address : Felda Global Ventures Holdings Berhad, Level 45, Menara Felda, Platinum Park, No. 11, Persiaran KLCC, 50088 Kuala Lumpur, Malaysia. CORPORATE GOVERNANCE STATEMENT