FGV Annual Report 2016

ANNUAL INTEGRATED REPORT 2016 99 HOW WE ARE GOVERNED DIVISION OF ROLES BETWEEN THE CHAIRMAN AND THE GROUP PRESIDENT/CHIEF EXECUTIVE OFFICER The Board appreciates the distinct roles and responsibilities of the Chairman of the Board and the GP/CEO. This division ensures that there is a clear and proper balance of power and authority. As such, the role of the Chairman and the GP/CEO is separate. The Chairman has never assumed any executive position in the Company. The Chairman's main role is to ensure effective conduct of the Board through the execution of the following: • Guide and mediate the Board's actions with respect to organisational priorities and good governance; • Ensure the Board conducts itself in accordance with the Board Charter; • Ensure the Board meetings are conducted effectively with all relevant matters tabled in the agenda and that all Directors receive timely information and are properly briefed; • Ensure the Board is updated on material matters relating to the Group by the GP/CEO; • Be the major point of contact between the Board and the GP/CEO; • Undertake appropriate corporate communications activities together with the GP/CEO; • Ensure the GP/CEO look beyond his executive functions and accept his full share of the responsibilities; • Review progress regularly on important initiatives and significant issues facing the Group together with the GP/CEO; and • Initiate and oversee the GP/CEO's performance evaluation process. The specific responsibilities of the Group President/Chief Executive Officer are summarised as follows: • Communicate the Group's mission, vision and values; • Represent the interests of the Group with major customers, governments and their agencies, industries at large and other major Stakeholders; • Develop the strategic direction of the Group and provide direction in the implementation of short term and long term strategies and plans; • Assess business opportunities of potential benefit to the Group; • Manage the Group's businesses, covering inter-alia, the development and execution of a sustainable Strategic Plan, annual business plan and set key performance indicators for Key Senior Management; • Seek the Board's approvals on major investments, divestments, capital expenditures and disposals in alignment with the Group's strategic direction; • Seek the Board's approvals on relevant announcements to Bursa Securities and all matters reserved for the Board; • Present and update the Board the operational and financial performance of the Group; • Oversee, direct and control all aspects of the business operations in a cost effective manner within the authorities delegated by the Board; • Oversee the development and implementation of the human resources strategies and key initiatives; • Assist members of the Board and Board Committees in discharging their duties; • Review and approve Board and Board Committees papers, reports, proposals and updates; and • Assist the Chairman in organising information necessary for the Board to consider, deliberate and ensure that such information to the Board and Board Committees are provided on a timely basis. In discharging the above responsibilities, the GP/CEO may delegate appropriate functions to any Key Senior Management. CORPORATE GOVERNANCE STATEMENT