FGV Annual Report 2016

ANNUAL INTEGRATED REPORT 2016 125 HOW WE ARE GOVERNED COMPANY SECRETARIES Company Secretaries have the prerequisite qualifications and experience to support the Board. Company Secretaries organise and attend all Board and Board Committee meetings and ensure meetings are properly convened; accurate and proper records of the proceedings and resolutions passed are maintained accordingly at the registered office of the Company; and produced for inspection, if required. Company Secretaries are responsible for advising the Board on issues relating to corporate compliance with the relevant laws, rules, procedures and regulations affecting the Board and the Group, as well as best practices of governance. The Company Secretaries are also responsible for advising the Directors of their obligations and duties to disclose their interest in securities, disclosure of any conflict of interest in a transaction involving prohibition on dealing in securities and restrictions on disclosure of price sensitive information. All Directors have unrestricted access to the advice and services of the Company Secretaries. The Board through the Board evaluation assessment questionnaire evaluated the support and services of the Company Secretaries for the financial year under review. The appointment and removal of any of the Company Secretaries is a matter for the Board, as a whole. AUTHORITY LIMITS FGV Board's delegation of powers to the Board Committees, the GP/CEO, the Cluster Boards and the EXCO are aligned to the Board Charter and are expressly set out in an approved FGV Group's Discretionary Authority Limits and Employee Approving Authority (EAA). The Board approved the EAA on 25 March 2015 and the revised FGV Group's Discretionary Authority Limits on 29 March 2017, which is used consistently throughout FGV Group. The Group Discretionary Authority Limits and EAA establishes a sound framework of authority and accountability within the Group, including segregation of duties, which facilitates timely, effective and quality decision-making at the appropriate levels in the Group's hierarchy. Further details on the Group's Discretionary Authority Limits and EAA are provided in the Statement on Risk Management and Internal Control on page 139 of this Annual Integrated Report 2016. CLUSTER BOARDS The Board appoints its members to sit on subsidiary Boards, in particular the Cluster Boards, namely Felda Global Ventures Plantations Sdn Bhd, Felda Global Ventures Downstream Sdn Bhd, Felda Global Ventures Sugar Sdn Bhd, Felda Holdings Bhd, Felda Global Ventures Rubber Sdn Bhd and FGV R&D and Agri-Services Sdn Bhd to maintain oversight and ensure that the operations of the respective subsidiaries are aligned with the Group's strategies and objectives. The Cluster Boards are collectively responsible to assist the Board in the proper stewardship of the assigned companies under the respective Business Cluster. The Cluster Boards are responsible to adopt and implement FGV's corporate governance policies and practices for its respective Business Cluster which operate within clearly defined terms of references. CORPORATE GOVERNANCE STATEMENT