FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 108 HOW WE ARE GOVERNED More information on page 109 More information on page 117 More information on page 120 More information on page 122 Report on the Audit Committee Report on the Nomination and Remuneration Committee Report on the Investment Committee Report on the Board Governance & Risk Management Committee A formal evaluation was conducted to assess the Board's effectiveness as well as to recommend areas and remedial actions for improvement. The evaluation was conducted for the Board as a whole, its Committees and contributions from each individual Director. The Board appointed an external consultant to facilitate the Board assessment process for the FYE 2015. The external consultant performed a gap analysis to ascertain the level of conformance with the prescribed standards and requirements namely the MCCG 2012, the Green Book - Enhancing Board Effectiveness April 2006 and World Bank Corporate Governance of State Owned Enterprises Toolkit 2014 in order to determine areas which require further improvement as compared to best practices. The assessment process involved a peer and self-review assessment, where Directors' assessed their own as well as their fellow Directors' performance including the assessment of the Independent Directors. Peer and self-assessment questionnaires were developed and distributed to all Board members. The assessment of the Board effectiveness covers a broad spectrum of governance attributes encompassing six (6) main elements including governance, strategy, performance, talent, integrity and risk. Other areas that were assessed amongst others, included the Board composition and size, the contribution of each member of the Board during meetings, the quality of Board's decision making and outcome, information and support rendered to the Board as well as meeting arrangements. Similar topics were covered in the questionnaire pertaining to each Board Committees. Based on the interviews carried out as well as the feedback gathered from the questionnaire forms circulated, the results of the assessment and its recommendations thereof, were compiled and collectively summarised and reported to the Nomination and Remuneration Committee. The Chairman of the Nomination and Remuneration Committee presented the Board Performance Evaluation results in the ensuing meeting for deliberation. The Board upon assessing the results, identified action plans and initiatives, as part of a continual improvement process in the Boardroom. It is the Board's goal to ensure that it is doing the right things, in the right way and, in doing so, is setting the right tone for the adoption of good governance for FGV and the Group. For the FYE 2015, no major concerns were raised. Board Committees The Board delegates certain of its responsibilities to several Board Committees, which operate within clearly defined Terms of Reference, primarily to assist the Board in discharging its responsibilities whilst the ultimate responsibility for final decision lies with the full Board. The Board currently has four (4) main Board Committees as follows: 1. Audit Committee; 2. Nomination and Remuneration Committee; 3. Investment Committee; and 4. Board Governance & Risk Management Committee. All deliberations and decisions taken by the Board Committees are documented and approved by the respective Board Committee Chairman prior to submission as Board Papers for deliberation at Board meeting. The Board reviews the Board Committees' authorities and Terms of Reference from time to time to ensure their relevance. The above Board Committees' Terms of Reference, composition and activities are summarised in the respective Board Committees' Report in the following pages of this Annual Integrated Report 2016: CORPORATE GOVERNANCE STATEMENT