FGV Annual Report 2017

FELDA GLOBAL VENTURES HOLDINGS BERHAD HOW WE ARE GOVERNED 82 GOVERNANCE AT FGV: LEADERSHIP AND EFFECTIVENESS NOMINATION AND REMUNERATION COMMITTEE REPORT b. Reviewed the disclosure in the Report on the Nomination and Remuneration Committee relating to the following: • Composition of the Nomination and Remuneration Committee. • Terms of Reference. • Number of Nomination and Remuneration Committee Meetings held during the financial year ended 31 December 2016 and details of attendance of each member. • Summary of work/activities of the Nomination and Remuneration Committee and matters considered by the Nomination and Remuneration Committee in the discharge of its functions and duties for the financial year ended 31 December 2016 and how it has met its responsibilities. • How the requirements set out in paragraph 2.20A of Bursa Securities Listing Requirements are met. Others • Reviewed and recommended proposed Voluntary Separation Scheme exercise for FGV Group. • Reviewed and recommended the revised Code of Business Conduct and Ethics for Employees (CoBCE). KEY MATTERS REPORTED TO THE BOARD The Nomination and Remuneration Committee Chairman updated the Board on matters deemed to be of major importance deliberated at the Nomination and Remuneration Committee Meetings and its recommendations. The copies of confirmed minutes of each of the Nomination and Remuneration Committee Meeting were also circulated to the Board for noting at the next practicable Board Meeting. Amongst the significant matters considered by the Nomination and Remuneration Committee during the year 2017 are as follows: Significant matters Proposed appointment of the Chairman and other Directors • Assessed the suitability of the candidates, taking into account the selection criteria which include relevant skills, knowledge, expertise, experience, existing directorships, current professional responsibility and other obligations. • Assessed the independence for candidates to be appointed as Independent Directors. How these matters were addressed by the Nomination and Remuneration Committee PERFORMANCE REVIEW During the financial year, the Board evaluated the Nomination and Remuneration Committee's performance and extent to which the Nomination and Remuneration Committee has met the requirements of its Terms of Reference, including the term of office and performance of the Nomination and Remuneration Committee and each of its members. This performance assessment constituted part of the annual Board effectiveness assessment, pertaining to the assessment of Board Committees. This Report is made in accordance with a resolution of the Board of Directors and approved at the Board Meeting dated 28 March 2018.