FGV Annual Report 2018

72 REINFORCED OUR STANDARDS OF GOVERNANCE FGV HOLDINGS BERHAD GOVERNANCE AT FGV: LEADERSHIP AND EFFECTIVENESS NOMINATION AND REMUNERATION COMMITTEE REPORT DATO’ YUSLI MOHAMED YUSOFF Chairman, Nomination and Remuneration Committee COMPOSITION AND MEETINGS The Nomination and Remuneration Committee comprises exclusively of Independent Non-Executive Directors. The Chairman of the Nomination and Remuneration Committee is a Senior Independent Non-Executive Director. The Board believes that the current Nomination and Remuneration Committee’s composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all Shareholders and tomeet the needs of the Group. The Nomination and Remuneration Committee held eight meetings in 2018. FGV has in place a Board Nomination and Election Policy and Procedures to enhance, clarify and formalise its policies on The Committee continues its work of ensuring the Board composition is appropriate and that our remuneration policies are competitive. Board Composition, Independence, Conflict of Interest and Board Assessment (Policy). The policy on Board Composition has taken into account the mix of skills, independence and diversity required to meet the needs of the Group. Further explanation of this Policy together with the Board nomination and election process and the selection criteria used by the Nomination and Remuneration Committee is published in the Corporate Governance Report, which is available on our website, www.fgvholdings.com. The Board performance evaluation process for the Board as a whole, its Committees and contributions from each individual Director together with the criteria used for such assessment is described in detail in the Corporate Governance Report, which is available on our website, www.fgvholdings.com and the process flow can be found on page 68 of this Annual Integrated Report. COMPOSITION Independent Non-Executive Directors 100% For further details of the Nomination and Remuneration Committee’s Terms of Reference are published on our website, www.fgvholdings.com This Report should be read in conjunction with our Corporate Governance Report, which is available on our website, www.fgvholdings.com The members of the Nomination and Remuneration Committee during FY2018 up to 20 March 2019 and the record of their attendance are as follows: Directors Number of meetings attended in 2018 Designation Tenure in the Nomination and Remuneration Committee Dato’ Yahaya Abd Jabar Independent Non-Executive Director Appointed as Member on 20 January 2012 (Redesignated from Chairman to Member on 6 September 2018) (Resigned as Member on 19 November 2018) Member 6 years and 10 months Dato’ Sri Abu Bakar Haji Harun Non-Independent Non-Executive Director Appointed as Member on 11 September 2017 (Resigned as Member on 28 June 2018) Member 9 months Dato’ Yusli Mohamed Yusoff Senior Independent Non-Executive Director Appointed as Chairman on 6 September 2018 Chairman 6 months 3/3 5/7 1/4 Date of appointment to the Nomination and Remuneration Committee Dato’ Mohamed Suffian Awang Independent Non-Executive Director Appointed as Member on 20 January 2015 Member 4 years and 2 months 8/8