FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 354 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 3: Reinforce Independence 3.4 The positions of Chairman and CEO should be held by different individuals, and the chairman must be a non- executive member of the Board. Yes 7, 82, 85, 96 3.5 The Board must comprise a majority of independent directors where the chairman of the Board is not an independent director. Yes The Chairman of the Board, is a Non- IndependentNon-ExecutiveDirector. 7, 82, 96, 98 Principle 4: Foster Commitment 4.1 The Board should set out expectations on time commitment for its members and protocols for accepting new directorships. Yes Please refer to para 14.2 of FGV Board Charter for protocols, for accepting new directorships. 96-97, 104-105, 107-108 4.2 The Board should ensure its members have access to appropriate continuing education programmes. Yes 104-105 Principle 5: Uphold Integrity in Financial Reporting 5.1 The Audit Committee should ensure financial statements comply with applicable financial reporting standards. Yes 110-112, 130, 146-150, 151, 152-161 5.2 The Audit Committee should have policies and procedures to assess the suitability and independence of external auditors. Yes 111, 113-114 Principle 6: Recognise and Manage Risks 6.1 The Board should establish a sound framework to manage risks. Yes Details of the Group's Risk Management Framework are contained in the Statement on Risk Management and Internal Control on pages 133 to 139. 95, 110, 112, 123-124, 126, 133-136, 139 6.2 The Board should establish an internal audit function which reports directly to the Audit Committee. Yes 112, 114-116, 133 Principle 7: Ensure Timely and High Quality Disclosure 7.1. The Board should ensure the company has appropriate corporate disclosure policies and procedures. Yes 128 7.2 The Board should encourage the company to leverage on information technology for effective dissemination of information. Yes 129 Principle 8: Strengthen Relationship between Company and Shareholders 8.1 The Board should take reasonable steps to encourage shareholder participation at general meetings. Yes 129 8.2 The Board should encourage poll voting. Yes 129 8.3 The Board should promote effective communication and proactive engagements with shareholders. Yes 95, 98, 123, 128-129, 130