FGV Annual Report 2016

ANNUAL INTEGRATED REPORT 2016 131 HOW WE ARE GOVERNED WHISTLEBLOWING MECHANISM The Group has in place a Whistleblowing Policy and Procedures (Whistleblowing Policy) to encourage transparent and ethical conduct within the Group. The Company has continuously reviewed the Whistleblowing Policy, and the latest version was approved by the Board on 26 November 2015. The main objectives of the Whistleblowing Policy are: 1. To provide avenues for employees to disclose any acts of wrongdoing. 2. To assure the employees that they will be protected from reprisals, discrimination or victimisation for whistleblowing in good faith. 3. To provide a formal mechanism for action on all reports made. 4. To take necessary action of any matter of wrongdoing reported by other sources. Matters on which reports of wrongdoing may be made, include: 1. Malpractice, impropriety, fraud and embezzlements. 2. Misappropriation of assets and funds. 3. Criminal breach of trust. 4. Illicit and corrupt practices. 5. Questionable or improper accounting. 6. Misuse of confidential information. 7. Acts or omissions, which are deemed to be against the interest of the Group, laws, regulations or public policies. Breaches of any FGV Group policies or FGV Code of Business Conduct and Ethics for employees. 8. Attempts to deliberately conceal any of the above or other acts of wrongdoing. 9. Abetting any of the above. Reports of wrongdoing can be channelled via the following : 1. In writing a. Posting through e-Alert form in FGV's corporate website. b. Through written letter to any of the Identified Individuals as per the Whistleblowing Policy. c. E-mail to alert@feldaglobal.com or to any of the Identified Individuals as per the Whistleblowing Policy. 2. Telephone call Telephone call can be made to the whistleblowing hotline at the following numbers: Country Phone Number Malaysia 1800-888-717 USA 18 555 030 531 Thailand 1800 060 162 Indonesia 001 803 601 940 China South 10 800 260 0730 China North 10 800 6000 146 Pakistan 00800 90 060 009 3. In person by walking in to the Whistleblowing Secretariat Conclusions and status of cases reported and investigated are presented to the Board Governance & Risk Management Committee on a quarterly basis. RELATED PARTY TRANSACTIONS AND RECURRENT RELATED PARTY TRANSACTIONS MECHANISM The Company has in place a Related Party Transactions and Recurrent Related Party Transactions Policy (RPT and RRPT Policy) which is continuously reviewed. The latest version of the RPT and RRPT Policy was approved by the Board on 24 May 2016. The objectives of the RPT and RRPT Policy are as follows: 1. To set out the framework for the identification, monitoring, evaluation, reporting and approval of related party transactions and recurrent related party transactions of FGV Group. 2. To put in place the guidelines and processes to ensure that related party transactions and recurrent related party transactions are undertaken on terms not more favourable to the related parties than generally available to the public, and are not detrimental to the minority Shareholders and in the best interest of FGV Group. The Company had sought its Shareholders' mandate at the previous AGM in 2016 for the Group's recurrent related party transactions of a revenue or trading nature and necessary for day-to-day operations from the 2016 AGM date until the next AGM in 2017. At the forthcoming AGM, the Company will seek its Shareholders' mandate for the Group's recurrent related party transactions of a revenue or trading nature from the 2017 AGM date until the next AGM in 2018. The details of the recurrent related party transactions requiring Shareholders' mandate are provided in the Circular to Shareholders which will be sent together with this AIR 2016. CORPORATE GOVERNANCE STATEMENT