FGV Annual Report 2018

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 334 FGV HOLDINGS BERHAD EXAMINED OUR NUMBERS 60 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (i) On 9 February 2018, the Board of Directors announced that the Joint Venture and Shareholders’ Agreement ( “ JVSA ” ) between Felda Global Ventures Downstream Sdn. Bhd. and Lipid Venture Sdn. Bhd. dated 13 November 2013 has been mutually terminated and shall have no further effect. The termination of this JVSA would not have any financial impact on FGV and its subsidiaries. (ii) On 14 May 2018, Felda Palm Industries Sdn Bhd, an indirect subsidiary of FGV entered into a sale and purchase agreement ( “ SPA ” ) with Orient View Sdn Bhd for the proposed disposal of 30% of the issued share capital of Taiko Clay Chemicals Sdn Bhd for a cash consideration of RM145.0 million. On 23 August 2018, the disposal has completed in accordance with the terms and conditions of the SPA and the balance purchase price has been duly received, resulting in a loss on disposal of RM18.49 million. (iii) On 29 June 2018, the name of the Company has been changed from “ Felda Global Ventures Holdings Berhad ” to “ FGV Holdings Berhad ” . (iv) On 27 August 2018, the Board of Directors announced that ProXcel Sdn Bhd ( “ ProXcel ” ), an indirect joint venture company of FGV, has been placed under members’ voluntary winding-up pursuant to Section 439(1)(b) of the Companies Act 2016. A liquidator has been appointed for ProXcel on the same day. The members’ voluntary winding-up of ProXcel will not have any material impact on the net assets and earnings per share of FGV for the financial year ending 31 December 2018. (v) On 5 July 2018, the Board had established a three member Special Board Committee ( “ SBC ” ) to monitor the performance of FGV closely; engage directly with the Group President/Chief Executive ( “ GP/CEO ” ) regularly on the progress of key result areas; ascertain the sufficiency of steps being taken and planned, for the attainment of such key result areas; and make such recommendations and give directions to the management where appropriate. The three members of the SBC were FGV Chairman, Datuk Wira Azhar Abdul Hamid and Board members, Datuk Dr Salmiah Ahmad and Dr Nazeeb Alithambi. (vi) On 13 September 2018, a Notice of Inquiry was issued to the GP/CEO of FGV, following the conclusion of internal investigations. Following the Notice of Inquiry, the GP/CEO’s powers and authorities vested in him as the GP/CEO of FGV have been suspended pending further notification by the Board. In the interim, the Special Board Committee 2 comprising of four (4) FGV Directors, namely its Chairman, Datuk Wira Azhar Abdul Hamid, Datuk Dr. Salmiah Ahmad, Dr. Mohamed Nazeeb P. Alithambi and Datin Hoi Lai Ping, had taken over the responsibilities to perform the functions of the GP/CEO of FGV. (vii) On 18 September 2018, Dato’ Zakaria Arshad resigned as the Group GP/CEO of FGV, thus the suspension ended.