FGV Annual Report 2018

REINFORCED OUR STANDARDS OF GOVERNANCE 01 02 05 03 07 06 04 08 09 73 ANNUAL INTEGRATED REPORT 2018 GOVERNANCE AT FGV: LEADERSHIP AND EFFECTIVENESS NOMINATION AND REMUNERATION COMMITTEE REPORT Through the eight meetings held, the Nomination and Remuneration Committee undertook the following principal activities in discharging its responsibilities: Nomination and Election Process and Appointment and Re-appointment/Re-election Process a. Considered the proposed appointment of the GCEO, GCFO, CHRO and Chief Procurement Officer. b. Considered the proposed appointment of two Independent Non-Executive Directors and two Non-Independent Non-Executive Directors taking into account the current and future needs of FGV, including diversity requirements. c. Considered the proposed appointment of the new Chairman of Nomination and Remuneration Committee, Board Tender Committee and Board Governance & Risk Management Committee. d. Considered the proposed appointment of new Board Committee members. e. Proposed appointment of a Joint Company Secretary for FGV subsidiary companies. f. Assessed and recommended to the Board on the re-election of Directors. g. Proposed Succession Planning for outgoing Chief Executive Officer of FGV subsidiary companies. h. Considered Top Management’s job evaluation, promotion proposal and service contract renewal proposal. i. Reviewed the organisation structure and Top Management‘s movements. j. Assessed the change of directorship in FGV Group. Induction and Continuing Education Programmes a. Reviewed the report on the trainings attended by the Board for the FY2017 and the induction programme for newly appointed Directors. Remuneration Matters a. Reviewed FGV Group’s salary structure. b. Recommended the proposed annual fees for the Board and the Board Committees. c. Recommendedbonus payment and annual salary increment for GP/CEO, EXCOmembers and employees of FGVGroup. d. Reviewed and recommended Group Human Resources new/revised policies. e. Considered the proposal for cessation of Human Resources Cost Optimisation Practice. f. Reviewed the remuneration package of the Chairman. g. Proposed revision of FGV Board Remunerations Policy. h. 2019 salary increment andminimumwage implementation proposal. Board Assessment a. Reviewed the annual assessment of the Independent Directors of FGV. b. Reviewed the Board Performance Evaluation such as assessment of the effectiveness of the Board as a whole, the Board Committees and each individual Director. Succession Planning a. Reviewed the succession planning proposal for Top Management. Reviewed Statements Included in the Company’s Annual Integrated Report 2017 a. Reviewed the disclosure in the Corporate Governance Overview Statement relating to the following: • Board Nomination and Election Policy and Procedures having regard to the mix of skills, independence and diversity (including gender diversity) required to meet the needs of FGV. • Board balance and composition including tenure and gender diversity. • Boardnomination andelectionprocess and re-election of Directors and the criteria used by the Nomination and Remuneration Committee in the selection process mapping of skills and experience. • Assessment undertaken by the Nomination and Remuneration Committee in respect of its Board, Board Committees and individual Directors together with the criteria used for such assessment. • Trainings attended by the Directors for the financial year and induction programmes, pursuant to the Bursa Securities Listing Requirements. • LTIP. • Directors’ remuneration in accordance with relevant provisions from the Bursa Securities Listing Requirements and the Companies Act 2016. SUMMARY OF WORK OF THE NOMINATION AND REMUNERATION COMMITTEE