FGV Annual Report 2016

ANNUAL INTEGRATED REPORT 2016 95 HOW WE ARE GOVERNED CORPORATE GOVERNANCE STATEMENT Matters on the appointments and structures of the Board, Board Committees, Subsidiaries' Boards, the GP/CEO and Key Senior Management. Matters on the remunerations of the Board, Board Committees, Subsidiaries' Boards, the GP/CEO and Key Senior Management. Matters on the Strategic Plans, investments, divestments, delegation of authorities and any major changes in the strategic directions of the Group. Matters on the annual budgets, Financial Statements, Quarterly Results, dividends, matters related to managing risks and controls and financial decisions. THE BOARD CHARTER The Board formally adopts a Board Charter, which provides guidance to the Board in the fulfilment of its roles, duties and responsibilities. The Board Charter outlines the roles and responsibilities of the Board, the balance and composition of the Board, the Board's authorities, schedule of matters reserved for the Board, the establishment of the Board Committees, processes and procedures for convening Board meetings, the Board's assessment and review of its performance, compliance with ethical standards, Board's access to information and advice and declarations of conflict of interest. The Board Charter was last reviewed on 22 November 2016. The Board Charter is made available in the Company's corporate website at www.feldaglobal.com . THE ROLE OF THE BOARD The Board is responsible for the overall conduct of the Group's business and has the powers and duties set out in the Board Charter. Broadly, the Board: 1. Reviews and adopts a sustainable Strategic Plan for the Group's business. 2. Oversees the conduct of the Group's business. 3. Identifies principal risks and ensures the implementation of appropriate internal controls and mitigation measures. 4. Reviews succession planning, appointments of Board Members, Board Committee Members, Board Members of FGV's Subsidiaries and Key Senior Management. 5. Oversees the development and implementation of investor relations programmes and Shareholders Communication Policy. 6. Reviews the adequacy and the integrity of the management information and internal controls systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. MATTERS FORMALLY RESERVED FOR THE BOARD The Board has collective responsibilities for promoting the long-term sustainability and success of the Group by providing entrepreneurial leadership within a framework of prudent and effective controls. In doing so, the Board commits to high standards of integrity and ethics. Specific matters reserved for the Board's consideration and decision include: BOARD COMPOSITION Governance of the Group and the responsibility for driving good corporate citizenship is vested in a unitary Board, which is supported by several Board Committees and the Company Secretaries. The Board, through its committees, provides strategic direction, while the GP/CEO, assisted by the EXCO and its Management Committees, is accountable to the Board for implementing the Strategic Plans approved by the Board.