FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 118 HOW WE ARE GOVERNED SUMMARY OF WORK OF THE NOMINATION AND REMUNERATION COMMITTEE Through the seventeen (17) meetings held, the Nomination and Remuneration Committee undertook the following principal activities in discharging its responsibilities: 1. Nomination and election process and appointment and re-appointment/re-election process a. Considered the proposed appointment of Government Appointed Directors which included Dato' Zakaria Arshad as GP/CEO, Non-Independent Executive Director of FGV and Dato' Siti Zauyah Md Desa as Non-Independent Non-Executive Director of FGV and concluded that they are suitable candidates to sit as Directors in FGV after taking into account the current and future needs of FGV. b. Assessed and recommended to the Board on the re-election of Directors. c. Considered Key Senior Management's job evaluation, promotion proposal and service contract renewal proposal. d. Reviewed and recommended the Board Nomination and Election Policy and Procedures. 2. Succession Planning a. Reviewed and formulated the framework, principles and processes to undertake succession planning for Key Senior Management, amongst others, by identifying the succession using Talent ClassificationMatrix and identifying the readiness of the successors using gap analysis. 3. Composition of the Board, the Board Committees, the Cluster Boards, all directorship in the Group and the Group's Top Management a. Reviewed the organisation structure and Key Senior Management movements. b. Assessed the change of directorship in FGV Group. 4. Induction and continuing education programmes a. Reviewed the report on the trainings attended by the Board for the financial year 2015 and the induction programme for newly appointed Directors. 5. Remuneration matters a. Reviewed the remuneration package of the GP/CEO. b. Recommended an end-of-contract gratuity for the former GP/CEO. c. Considered the proposed Long Term Incentive Plan for employees. d. Assessed the Restricted Shares Grant for the Executive Committee Members and Top Performers e. Reviewed the proposed minimum wage implementation proposal. f. Assessed the sufficiency of the medical benefits for the Group. g. Recommended the proposed annual fees for the Board and the Board Committees. h. Considered the proposed amendments to Board Remunerations Policy. i. Reviewed and deliberated the proposed Key Senior Management's remuneration. j. Reviewed the performance bonus and annual salary increment for the GP/CEO. k. Reviewed the performance bonus and annual salary increment for employees of FGV Group. l. Evaluated the performance Remuneration Plan Proposal. m. Reviewed and recommended Group Human Resources revised policies pertaining to remuneration of employees. CORPORATE GOVERNANCE STATEMENT