FGV Annual Report 2018

64 REINFORCED OUR STANDARDS OF GOVERNANCE FGV HOLDINGS BERHAD GOVERNANCE AT FGV: LEADERSHIP AND EFFECTIVENESS BOARD ROLES AND MEETING ATTENDANCE THE ROLE OF THE BOARD The Board is responsible for the overall conduct of the Group’s business and has the powers and duties set out in the Board Charter. Broadly, the Board reviews and adopts a strategic plan and oversees the conduct of the Group’s business, identifies key risks and ensures the implementation of appropriate controls andmitigationmeasures, reviews succession planning, appointment of Board members, Board Committees members, Board members of FGV’s subsidiaries and Top Management, oversees the development and implementation of Investor Relations programmes and Shareholders Communication Policy; and reviews the adequacy and the integrity of management information. MEETING ATTENDANCE DURING THE DIRECTORS’ TENURE Board Activities can be found on pages 66-67 The division of roles between the Chairman and the current GCEO can be found in the Corporate Governance Report on our website, www.fgvholdings.com NOTES: 1 Appointed as Director on 26 September 2018. 2 Appointed as Director on 1 October 2018. 3 Appointed as Director on 6 September 2018. 4 Appointed as Director on 1 January 2018. OVERVIEW OF BOARD ROLES CHAIRMAN Primary role is to ensure the smooth functioning of the Board in the interest of good corporate governance and preside over meetings of Directors. NON-INDEPENDENT NON-EXECUTIVE DIRECTORS Acts as a bridge between Management and Stakeholders, particularly Shareholders. SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR Point of contact for Shareholders and other Stakeholders to convey their concerns. INDEPENDENT NON-EXECUTIVE DIRECTORS Protects the interests of minority Shareholders and contributes significantly to the Company’s decision-making by bringing in the quality of detached impartiality. GROUP PRESIDENT/ CHIEF EXECUTIVE OFFICER Plays a pivotal role in ensuring that matters that have been delegated to Management are efficiently executed. Directors Percentage Number of Board meetings attended (during the Directors’ tenure) DATUK WIRA AZHAR ABDUL HAMID 100% 17/17 MOHD HASSAN AHMAD 1 85.7% 6/7 DATO’ DR. OTHMAN HAJI OMAR 2 66.7% 4/6 DATO’ YUSLI MOHAMED YUSOFF 3 100% 7/7 DATO’ MOHAMED SUFFIAN AWANG 100% 13/13* DATUK DR. SALMIAH AHMAD 100% 13/13* DR. MOHAMED NAZEEB P.ALITHAMBI 94.1% 16/17 DATUK MOHD ANWAR YAHYA 100% 17/17 DR. NESADURAI KALANITHI 4 94.1% 16/17 DATIN HOI LAI PING 5 85.7% 6/7 TAN SRI DR. SULAIMAN MAHBOB 6 100% 2/2 DATO’ SRI ABU BAKAR HAJI HARUN 7 20% 1/5 DATO’ ZAKARIA ARSHAD 8 100% 7/7** DATUK SITI ZAUYAH MD DESA 9 90% 9/10 DATO’ AB GHANI MOHD ALI 10 72.7% 8/11 DATUK MUZZAMMIL MOHD NOR 11 (Alternate Director toDato’ Ab Ghani Mohd Ali) - 1/11 DATO’ YAHAYA ABD JABAR 12 100% 11/11***