FGV Annual Report 2017

ANNUAL INTEGRATED REPORT 2017 HOW WE ARE GOVERNED 93 Significant matters How these matters were addressed by the Board Governance & Risk Management Committee Sustainability a. Received quarterly updates on sustainability matters. b. Received progress updates on RSPO certification and International Sustainability and Carbon Certification. c. Reviewed and recommended the revised Group Sustainability Policy. d. Recommended for implementation of Social Compliance and Human Rights Action Plan. Reviewed statements included in the Company's Annual Integrated Report 2016 Reviewed the Report on the Board Governance & Risk Management Committee, the Statement on Risk Management and Internal Control and the Corporate Governance Statement to be included in the Company's Annual Integrated Report 2016 and recommended the same to the Board for approval. The Statement on Risk Management and Internal Control was reviewed reflecting on the reports of the external and internal auditors on the risks and control environment of the Group and related matters that have been brought to the Board Governance & Risk Management Committee and the Board during the related financial year. KEY MATTERS REPORTED TO THE BOARD The Board Governance & Risk Management Committee Chairman updated the Board on matters deemed to be of major importance deliberated at the Board Governance & Risk Management Committee Meetings and its recommendations. The copies of confirmed minutes of each of the Board Governance & Risk Management Committee Meeting were also circulated to the Board for noting at the next practicable Board Meeting. Amongst the significant matters considered by the Board Governance & Risk Management Committee during the year 2017 are as follows: PERFORMANCE REVIEW During the financial year, the Board evaluated the Board Governance & Risk Management Committee's performance and extent to which the Board Governance & Risk Management Committee has met the requirements of its Terms of Reference, including the term of office and performance of the Board Governance & Risk Management 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. Further details on the sustainability updates presented to the Board Governance & Risk Management Committee are provided in the Sustainability Statement on pages 57-60 of this Annual Integrated Report 2017. Risk Appetite Statement • Deliberated on the implementation of an empirical risk appetite statement for FGV Group. • Evaluated the proposed key risk indicators, risk weightages and risk tolerance thresholds and benchmarks that make up the risk appetite statement. Governance Quantum Leap • Guided progress of the Governance Quantum Leap project, to improve perceived weaknesses in FGV’s corporate governance. • Monitored areas addressed under this initiative, which include finance policies and procedures, internal controls and Board oversight. Roundtable on Sustainable Palm Oil (RSPO) certification • Ensured that the progress of certification is in-line with the communicated time- bound plan. • Guided on action plans to overcome obstacles/setback in certification programmes. Group Policies • Made recommendations on revised Group policies on governance, risk and control for the Board’s approval. Implementation of Social Compliance and Human Rights Action Plan • Agreed for the implementation of SCHR action plan that has been developed based on inputs from The Human Rights Commission of Malaysia (SUHAKAM). GOVERNANCE AT FGV: ACCOUNTABILITY