FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 96 HOW WE ARE GOVERNED BOARD COMPOSITION AND SKILLS CHAIRMAN Primary role is to preside over meetings of Directors and ensure the smooth functioning of the Board in the interest of good corporate governance. GROUP PRESIDENT/ CHIEF EXECUTIVE OFFICER Plays a pivotal role in ensuring that matters that have been delegated to management are efficiently executed. SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR Point of contact for Shareholders and other Stakeholders to convey their concerns. INDEPENDENT NON- EXECUTIVE DIRECTORS Protects the interests of minority Shareholders and contributes significantly to a company's decision- making by bringing in the quality of detached impartiality. NON-EXECUTIVE DIRECTORS Acts as a bridge between management and Stakeholders, particularly Shareholders. BOARD OF DIRECTORS NUMBER OF DIRECTORS OVERVIEW OF ROLES ON THE BOARD INDEPENDENT NON-EXECUTIVE DIRECTORS NON-INDEPENDENT NON-EXECUTIVE DIRECTORS NON-INDEPENDENT EXECUTIVE DIRECTORS BOARD BALANCE AND COMPOSITION* GENDER DIVERSITY* Male 89 % Female 11 % TENURE* 5 Independent Non- Executive Directors 3 Non- Independent Non-Executive Directors 1 Non- Independent Executive Director More than 6 years + Dato' Yahaya Abd Jabar (Senior Independent) Attended 13 out of 13 Board Meetings 100 % Dato' Mohd Zafer Mohd Hashim Attended 13 out of 13 Board Meetings 100 % Dato' Mohamed Suffian Awang Attended 13 out of 13 Board Meetings 100 % Tan Sri Haji Mohd Isa Dato' Haji Abdul Samad (Chairman) Attended 13 out of 13 Board Meetings 100 % 100 % Dato' Zakaria Arshad (Group President/Chief Executive Officer) Appointed on 1 April 2016 Attended 9 out of 9 Board Meetings 100 % Datuk Noor Ehsanuddin Mohd Harun Narrashid Attended 11 out of 13 Board Meetings 85 % Tan Sri Dr. Sulaiman Mahbob Attended 12 out of 13 Board Meetings 92 % Datuk Dr. Omar Salim Attended 9 out of 13 Board Meetings 69 % Dato' Siti Zauyah Md Desa Attended 7 out of 9 Board Meetings Datuk Nozirah Bahari Resigned on 7 April 2016 Attended 1 out of 5 Board Meetings 78 % 20 % Dato' Mohd Emir Mavani Abdullah (Former Group President/Chief Executive Officer) Ceased office on 1 April 2016 Attended 4 out of 4 Board Meetings * As at 22 March 2017 CORPORATE GOVERNANCE STATEMENT 4-6 years Less than 2 years 2-4 years