FGV Annual Report 2017

ANNUAL INTEGRATED REPORT 2017 HOW WE ARE GOVERNED 91 BOARD GOVERNANCE & RISK MANAGEMENT COMMITTEE REPORT THE COMMITTEE PROGRESSED WITH ITS RISK MANAGEMENT, GOVERNANCE AND SUSTAINABILITY OVERSIGHT ROLES COMPOSITION AND MEETINGS Under its Terms of Reference, the Board Governance & Risk Management Committee (BGRMC) shall comprise of not less than three members whom shall be appointed from members of the Board, a majority of whom must be Independent Non-Executive Directors. The Board Governance & Risk Management Committee held six meetings in 2017. The members of the Board Governance & Risk Management 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 Board Governance & Risk Management Committee Designation Tenure in the Board Governance & Risk Management Committee Number of meetings attended in 2017 Tan Sri Dr. Sulaiman Mahbob (Independent Non-Executive Director) (Appointed as Member on 8 April 2014) (Appointed as Chairman on 24 February 2015) (Resigned as Chairman and Member on 1 March 2018) Chairman 3 years 11 months 6 out of 6 Dato’ Yahaya Abd Jabar (Senior Independent Non-Executive Director) 29 August 2013 Member 3 years 7 months 6 out of 6 Datuk Dr. Salmiah Ahmad (Independent Non-Executive Director) Appointed as Member on 23 November 2017 Member 4 months Not applicable Datuk Dr. Omar Salim (Non-Independent Non-Executive Director) 20 January 2015 (Resigned as Member on 23 November 2017) Member 2 years 10 months 3 out of 6 The Board Governance & Risk Management Committee’s responsibilities are as follows: • In relation to governance and ethics, to direct and oversee the formulation of the Group’s governance framework with a view to inculcate an ethical and governance climate consistent with the Board’s risks appetite, guided by the Recommendations of MCCG 2017, to direct and oversee the formulation of the Group’s programmes and policies to support the implementation of the Group’s governance framework and endorse the blueprints and policies for the Board’s approval, to review reports on the status and availability of related procedures by the Group’s operations and subsidiaries to implement the Group’s policies, to monitor the status and progress of formulation and implementation of the related governance framework, blueprints and policies; and accordingly report to the Board the status and to recommend to the Board the approval of and/or amendments to the Group’s governance framework, blueprints and policies. The full details of the Board Governance & Risk Management Committee’s Terms of Reference are published on our website, www.feldaglobal.com . GOVERNANCE AT FGV: ACCOUNTABILITY Independent Non-Executive Directors 100% COMPOSITION