FGV Annual Report 2017

ANNUAL INTEGRATED REPORT 2017 HOW WE ARE GOVERNED 61 CHAIRMAN’S GOVERNANCE OVERVIEW COMMITTED TO THE HIGHEST STANDARDS OF GOVERNANCE As this is my first year as the Chairman of the Board of Directors (the Board) of Felda Global Ventures Holdings Berhad (FGV or the Company), I am pleased to present, on behalf of the Board, the Corporate Governance Overview Statement (CG Statement) for the financial year ended 31 December 2017. Integrity and accountability are at the heart of everything we do and are integral to creating long-term value for our shareholders. The Board endeavours to spend quality time on those aspects of governance that contribute most to the success of the Company; the development of a strategy with an attractive value creation potential, having the right people and processes for its successful implementation, monitoring progress against plan and managing risk in an ever more volatile external environment. BOARD CHANGES AND DIVERSITY Much has happened in the year that has passed. In the context of the Board changes that occurred during the year and in order to ensure that the Board continued to represent the right mix of skills, experience and background, the Nomination and Remuneration Committee reviewed the balance and composition of the Board. Following this review, aside from my tenure as Chairman of the Board, we were pleased to welcome Dato’ Sri Abu Bakar Harun, Dato’ Ab Ghani Mohd Ali and Datuk Muzzammil Mohd Nor, together they represent FGV’s major shareholder. Datuk Muzzammil Mohd Nor is the Alternate Director to Dato’ Ab Ghani Mohd Ali. Additionally, we welcome four new Independent Non-Executive Directors to the Board; Datuk Dr. Salmiah Ahmad, Dr. Mohamed Nazeeb P.Alithambi, Datuk Mohd Anwar Yahya and Dr. Nesadurai Kalanithi. The Board has strengthened to 11 Directors, with the majority being Independent Directors and in line with our aspiration to have greater female representation on our Board, we now have three female Directors. Such experience and skills will be invaluable as FGV and its Group of Companies (FGV Group or the Group) seeks to progress its ambitions in the coming years. CULTURE AND GOVERNANCE The Board is committed to ensuring there is a strong and effective system of corporate governance in place to support the successful execution of FGV’s Strategic Plan. During the period under review (and as of the date of publication of this CG Statement), save for what has been highlighted in the Corporate Governance Report (published on our website), we have in principle, complied with the majority of provisions and applied the main principles of the Malaysian Code on Corporate Governance 2017 (MCCG 2017). Where we have not complied, we explain an alternative and provide a timeframe on meeting compliance. CONTENTS 63 Leadership and Effectiveness • Our Governance Framework • Our Board • Board Roles and Meeting Attendance • Board Activities • Board Performance Evaluation • Board Induction and Training • Responsibilities, Oversight and Independence • Our Executive Committee • Chief Internal Auditor • Company Secretary • Nomination and Remuneration Committee Report 83 Accountability • Audit Committee Report • Board Governance & Risk Management Committee Report 94 Remuneration 99 Relations with our Stakeholders • Communicating with Our Stakeholders 101 Integrity in Corporate Reporting This CG Statement should be read in conjunction with our Corporate Governance Report, which is available on our website, www.feldaglobal.com . Good governance and a commitment to operate with integrity is central to our culture, at all levels and in all parts of our business. The environment in which we operate evolves continuously, shaped by emerging trends in consumer