FGV Annual Report 2016

ANNUAL INTEGRATED REPORT 2016 119 HOW WE ARE GOVERNED 6. Board Assessment a. Reviewed theannual assessment of the Independent Directors of FGV. b. Reviewed the Board Performance Evaluation i.e. assessment of the effectiveness of the Board, Board Committees and individual Directors. 7. Reviewed statements included in the Company's Annual Integrated Report 2015 a. Reviewed the disclosure in the Statement on Corporate Governance relating to the following: • Board nomination and election policy and procedures having regard to the mix of skills, independence and diversity required to meet the needs of FGV. • Board nomination and election process of Directors and criteria used by the Nomination and Remuneration Committee in the selection process. • Assessment undertaken by the Nomination and Remuneration Committee in respect of its Board, Board Committees and individual Directors together with the criteria used for such assessment. • Trainings attended by the Directors for the financial year, pursuant to the Bursa Securities Listing Requirements. • Director's remuneration in accordance with relevant provisions from the Bursa Securities Listing Requirements. b. Reviewed the disclosure in the Report on the Nomination and Remuneration Committee relating to the following: • Composition of theNomination and RemunerationCommittee. • Terms of Reference. • Number of Nomination and Remuneration Committee meetings held in the FYE 2015 and attendance of each member. • Summary of activities of the Nomination and Remuneration Committee in the discharge of its functions and duties for the FYE 2015. MATTERS CONSIDERED BY THE NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee Chairman updated the Board on matters deemed to be of major importance deliberated at the Nomination and Remuneration Committee meetings and its recommendations. The copies of confirmed minutes of each of the Nomination and Remuneration Committee meeting were also circulated to the Board for noting at the next practicable Board Meeting. Amongst the significant matters considered by the Nomination and Remuneration Committee during the year 2016: PERFORMANCE REVIEW On an annual basis, the Board shall evaluate the Nomination and Remuneration Committee's performance and extent to which the Nomination and Remuneration Committee has met the requirements of its Terms of Reference, including the term of office and performance of the Nomination and Remuneration Committee and each of its members. This performance assessment may constitute a part of the annual Board Effectiveness Assessment, pertaining to the assessment of Board Committees. This Report is made in accordance with a resolution of the Board of Directors and approved at the Board Meeting dated 29 March 2017. Significant matters How these matters were addressed by the Nomination and Remuneration Committee Long Term Incentive Plan for employees • Considered the factors related to the proposed Long Term Incentive Plan that will attract and retain employees for the development, growth and success of FGV Group. • Debated on the payout ratio for business and individual performance measurement and also the payout weightage. CORPORATE GOVERNANCE STATEMENT