FGV Annual Report 2018

370 UPHELD THE HIGHEST STANDARDS OF DISCLOSURE FGV HOLDINGS BERHAD APPLICATION OF THE PRINCIPLES AND PRACTICES OF THE MALAYSIAN CODE ON CORPORATE GOVERNANCE 2017 (MCCG 2017) Practice Details Applied / Departure/ Adopted/ Not Adopted Page* PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS 4.5 The board discloses in its annual report the company’s policies on gender diversity, its targets and measures to meet those targets. For Large Companies, the board must have at least 30% women directors. Applied 48, 59, 61, 68, 72-74 4.6 In identifying candidates for appointment of directors, the board does not solely rely on recommendations from existing board members, management or major shareholders. The board utilises independent sources to identify suitably qualified candidates. Applied - 4.7 The Nominating Committee is chaired by an Independent Director or the Senior Independent Director. Applied 72 5.1 The board should undertake a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The board should disclose how the assessment was carried out and its outcome. Applied 67-68, 72-73, 75, 83, 88, 376 For Large Companies, the board engages independent experts periodically to facilitate objective and candid board evaluations. 6.1 The board has in place policies and procedures to determine the remuneration of directors and senior management, which takes into account the demands, complexities and performance of the company as well as skills and experience required. The policies and procedures are periodically reviewed and made available on the company’s website. Applied 66-67, 73, 89, 92, 375-376 6.2 The board has a Remuneration Committee to implement its policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of board and senior management. Applied 72-75 The Committee has written Terms of Reference which deals with its authority and duties and these Terms are disclosed on the company’s website. 71 7.1 There is detailed disclosure on named basis for the remuneration of individual directors. The remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind and other emoluments. Applied 90-91 7.2 The board discloses on a named basis the top five senior management’s remuneration component including salary, bonus, benefits in-kind and other emoluments in bands of RM50,000. Applied 92 7.3 (Step up) Companies are encouraged to fully disclose the detailed remuneration of each member of senior management on a named basis. Not Adopted -