FGV Annual Report 2017

FELDA GLOBAL VENTURES HOLDINGS BERHAD HOW WE ARE GOVERNED 80 NOMINATION AND REMUNERATION COMMITTEE REPORT COMPOSITION AND MEETINGS Under the MCCG 2017, the Board is recommended to establish a Nomination Committee which should comprise exclusively of Non-Executive Directors, a majority of whom must be independent. FGV’s Nomination and Remuneration Committee is comprised exclusively of Non-Executive Directors and all its members are Independent Directors. The Chairman of the Nomination and Remuneration Committee is a Senior Independent Non-Executive Director. The Board believes that the current Nomination and Remuneration Committee’s composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all Shareholders and to meet the needs of the Group. The Nomination and Remuneration Committee held 13 meetings in 2017. The members of the Nomination and Remuneration Committee during the financial year 2017 up to 20 March 2018 and the record of their attendance are as follows : Directors Date of appointment to the Nomination and Remuneration Committee Designation Tenure in the Nomination and Remuneration Committee Number of meetings attended in 2017 Dato' Yahaya Abd Jabar (Senior Independent Non-Executive Director) 20 January 2012 Chairman 6 years 2 months 13 out of 13 Dato’ Mohamed Suffian Awang (Independent Non-Executive Director) 20 January 2015 Member 3 years 2 months 13 out of 13 Dato’ Sri Abu Bakar Harun (Non-Independent Non-Executive Director) Appointed as Member on 11 September 2017 Member 5 months 0 out of 3 Datuk Noor Ehsanuddin Mohd Harun Narrashid (Independent Non-Executive Director) 29 August 2013 (Resigned as Member on 24 August 2017) Member 4 years 6 out of 8 FGV has in place a Board Nomination and Election Policy and Procedures to enhance, clarify and formalise its policies on Board Composition, Independence, Conflict of Interest and Board Assessment (Policy). The policy on Board Composition have taken into account the mix of skills, independence and diversity required to meet the needs of FGV. Further explanation of this Policy together with the Board nomination and election process and the selection criteria used by the Nomination and Remuneration Committee is published in the Corporate Governance Report, which is available on our website, www.feldaglobal.com. The Board performance evaluation process for the Board as a whole, its Committees and contributions from each individual Director together with the criteria used for such assessment is described in detail in the Corporate Governance Report, which is available on our website, www.feldaglobal.com and the process flow can be found on page 72 of this Annual Integrated Report 2017. The full details of the Nomination and Remuneration Committee’s Terms of Reference are published on our website, www.feldaglobal.com . This Report should be read in conjunction with our Corporate Governance Report, which is available on our website, www.feldaglobal.com . THE COMMITTEE CONTINUES ITS WORK OF ENSURING THE BOARD COMPOSITION IS RIGHT AND THAT OUR REMUNERATION POLICIES ARE COMPETITIVE Non-Independent Non-Executive Directors GOVERNANCE AT FGV: LEADERSHIP AND EFFECTIVENESS Independent Non-Executive Directors COMPOSITION 33.33% 66.67%