FGV Annual Report 2018

REINFORCED OUR STANDARDS OF GOVERNANCE 01 02 05 03 07 06 04 08 09 57 ANNUAL INTEGRATED REPORT 2018 the interim period between the previous GP/CEO resigning to the appointment of an Interim Chief Executive Officer (Interim CEO). Special Board Committee 2 ceased to operate on 18 September 2018 when the Interim CEO was appointed. CHANGES TO THE BOARD We made major changes to our Board, culminating in a majority of 7 Independent Non-Executive Directors out of 10 members. We welcomed Mohd Hassan Ahmad and Dato’ Dr. Othman Haji Omar as Non-Independent Non-Executive Directors, Dato’ Yusli Mohamed Yusoff as Senior Independent Non-Executive Director as well as Dr. Nesadurai Kalanithi and Datin Hoi Lai Ping as Independent Non-Executive Directors. We took the decision to ensure that the newly appointed GCEO was neither a Director on the Board nor a Government Appointed Director, thus ensuring a defined separation of power. We enhanced and strengthened the Board Committees’ Terms of Reference and Board Charter to align with current guidelines and frameworks. Furthermore, we enacted a policy to only allow internal candidates to be Directors of subsidiaries. OUR CULTURE As Chairman, I am responsible for establishing and embedding the culture of the Board, which in turn sets the tone from the top for theCompany. TheBoard and I have a strongbelief that theway we conduct business and the way we engage with our customers, Shareholders and other Stakeholders, needs to be aligned to our values and purpose to mitigate uncertainty, and this in turn will ensure our long-term success. HOWWE HAVE ENHANCED OUR GOVERNANCE STRUCTURES Enhanced and strengthened Group Procurement Policies and Procedures. 1 2 3 Enhanced and strengthened the Credit Control Policy and Sales Payment Term Policy. Enhanced and strengthened Group Investment Policy. Strengthened Board Oversight. Changed itsConstitution tobe in linewith theCompaniesAct 2016 and theMainMarket ListingRequirements of Bursa Malaysia Securities Berhad. The search for a new Group Chief Executive Officer (GCEO) was an exhaustive process. First, candidates were sourced through an independent third party service provider. Then, a Search Committee, consisting of a majority of the Independent Directors of FGV, sifted through the list of candidates, giving great attention to the appropriate criteria, having regard to the candidates’ background, breadth and depth of experience, and qualifications. Short-listed candidates were then placed through a rigorous and intense interview process with an interview panel, where their character, attitude, and response, were assessed. The final few candidates were then presented to the Nomination and Remuneration Committee for consideration and deliberation, during which results of checks and assessments with third parties were provided. The Nomination and Remuneration Committee’s final recommendation, together with its deliberation, were then submitted to the Board for final approval. CHAIRMAN’S GOVERNANCE OVERVIEW VALUING SUSTAINABILITY The Board and I hold the values of sustainability in high regard and continue to progress with our sustainability initiatives, which incorporate the requirements of all of the sustainability standards and regulations to which the Group has committed. Together, these initiatives reinforce the Group’s commitment to well- established best practices, including sustainable development through the provision of socio-economic benefits for local communities, the protection of biodiversity and ecosystem functions, zero-burning, reducing greenhouse gas emissions and a zero-tolerance approach to bribery and human rights violations. THE YEAR AHEAD We have embraced change and transformation across many areas of the business, and I believe FGV is well-positioned both to addressitsimmediatechallengesandtoplanforthefuture.Indeed, I am looking forward to the role we will all play in taking FGV to greater heights. DATUKWIRA AZHAR ABDUL HAMID Chairman, Non-Independent Non-Executive Director 4 5 6 Page 88 Pages 83, 85 Pages 66, 85 Pages 86, 87 Page 67 Pages 67, 74