FGV Annual Report 2016

ANNUAL INTEGRATED REPORT 2016 353 ADDITIONAL INFORMATION COMPLIANCE WITH THE PRINCIPLES AND RECOMMENDATIONS OF THE MALAYSIAN CODE ON CORPORATE GOVERNANCE 2012 ("MCCG 2012") The Table below sets out the compliance of FGV with the MCCG 2012 in respect of FYE 2016. No. Principles/Recommendations Compliance Status Remarks Page Yes No Principle 1: Establish Clear Roles and Responsibilities 1.1 The Board should establish clear functions reserved for the board and those delegated to management. Yes 95, 99, 125-127 1.2 The Board should establish clear roles and responsibilities in discharging its fiduciary and leadership functions. Yes 95, 99 1.3 The Board should formalise ethical standards through a code of conduct and ensure its compliance. Yes 94-95, 127, 132, 138 1.4 The Board should ensure that the company's strategies promote sustainability. Yes 17, 25, 29, 35, 39, 42, 45, 49, 51-53, 59, 61, 95, 123, 126, 132 1.5 The Board should have procedures to allow its members access to information and advice. Yes 95, 105, 107, 110, 125 1.6 The Board should ensure it is supported by a suitably qualified and competent company secretary. Yes 91, 125 1.7 The Board should formalise, periodically review and make public its board charter. Yes 95 Principle 2: Strengthen Composition 2.1 The Board should establish a Nominating Committee which should comprise exclusively of non-executive directors, a majority of whom must be independent. Yes 117 2.2 The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process and annual assessment of directors. Yes 98, 104, 117-119 2.3 The Board should establish formal and transparent remuneration policies and procedures to attract and retain directors. Yes 100-103, 106, 118 Principle 3: Reinforce Independence 3.1 The Board should undertake an assessment of its independent directors annually. Yes 98, 107-108, 119 3.2 The tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director's re-designation as a non-independent director. Yes None of the Independent Directors have served on the Board for more than nine (9) years. 96, 98 3.3 The Board must justify and seek shareholders' approval in the event it retains as an independent director, a person who has served in that capacity for more than nine (9) years. Not Applicable None of the Independent Directors have served on the Board for more than nine (9) years. 96, 98