FGV Annual Report 2017

ANNUAL INTEGRATED REPORT 2017 HOW WE ARE GOVERNED 81 SUMMARY OF WORK OF THE NOMINATION AND REMUNERATION COMMITTEE Through the 13 meetings held, the Nomination and Remuneration Committee undertook the following principal activities in discharging its responsibilities: Nomination and election process and appointment and re-appointment/re-election process a. Considered the proposed appointment of the Chairman, a Government Appointed Director, two representatives of FGV’s major shareholder together with one Alternate Director and also three Independent Non-Executive Directors and concluded that they are suitable candidates to sit as Directors in FGV after taking into account the current and future needs of FGV. b. Considered the proposed appointment of the Audit Committee Chairman. c. Considered the proposed appointment of new Board Committee members. d. Assessed and recommended to the Board on the re-election of Directors. e. Considered Key Senior Management’s job evaluation, promotion proposal and service contract renewal proposal. f. Reviewed the organisation structure and Key Senior Management movements. g. Reviewed the organisation structure and Key Senior Management movements. h. Assessed the change of directorship in FGV Group. Induction and continuing education programmes a. Reviewed the report on the trainings attended by the Board for the financial year 2016 and the induction programme for newly appointed Directors. Remuneration matters a. Reviewed FGV Group’s salary structure. b. Recommended the Restricted Shares Grant and Vesting to the EXCO Members and Top Performers. c. Recommended the proposed annual fees for the Board and the Board Committees. d. Recommended bonus payment and annual salary increment for the GP/CEO, EXCO members and employees of FGV Group. e. Reviewed and recommended Group Human Resources new/revised policies. f. Reviewed and recommended Human Resources Cost Optimisation via benefits rationalisation by comparing against the industries standard. g. Reviewed the remuneration package of the Chairman. Board Assessment a. Reviewed the annual assessment of the Independent Directors of FGV. b. Reviewed the Board Performance Evaluation i.e. assessment of the effectiveness of the Board as a whole, the Board Committees and each individual Directors. Reviewed statements included in the Company’s Annual Integrated Report 2016 a. Reviewed the disclosure in the Corporate Governance Statement relating to the following: • Board Nomination and Election Policy and Procedures having regard to the mix of skills, independence and diversity (including gender diversity) required to meet the needs of FGV; • Board balance and composition including tenure and gender diversity; • Board nomination and election process and re-election of Directors and the criteria used by the Nomination and Remuneration Committee in the selection process mapping of skills and experience; • Assessment undertaken by the Nomination and Remuneration Committee in respect of its Board, Board Committees and individual Directors together with the criteria used for such assessment; • Trainings attended by the Directors for the financial year and induction programmes, pursuant to the Bursa Securities Listing Requirements; • FGV Long Term Incentive Plan; and • Director’s remuneration in accordance with relevant provisions from the Bursa Securities Listing Requirements and the Companies Act, 2016. GOVERNANCE AT FGV: LEADERSHIP AND EFFECTIVENESS