FGV Annual Report 2018

74 REINFORCED OUR STANDARDS OF GOVERNANCE FGV HOLDINGS BERHAD GOVERNANCE AT FGV: LEADERSHIP AND EFFECTIVENESS NOMINATION AND REMUNERATION COMMITTEE REPORT b. Reviewed the disclosure in the report on the Nomination and Remuneration Committee relating to the following: • Composition of the Nomination and Remuneration Committee. • Number of Nomination and Remuneration Committee meetings held during FY2017 and details of attendance of each member. • Summary of work and activities of the Nomination and Remuneration Committee and matters considered by the Nomination and Remuneration Committee in the discharge of its functions and duties for FY2017 and how it has met its responsibilities. • How the requirements set out in paragraph 2.20A of Bursa Securities Listing Requirements were met. Others • Considered the Separation Scheme Proposal for employees diagnosed with chronic and major health conditions. • Reviewed the proposed 2018 KPI for Top Management of FGV. • Considered the 2019-2021 Collective Agreements Terms & Conditions Formalisation Proposal. KEY MATTERS REPORTED TO THE BOARD The Nomination and Remuneration Committee’s Chairman updated the Board on matters deemed to be of major importance deliberated at the Nomination and Remuneration Committee meetings and its recommendations. The copies of confirmed minutes of each Nomination and Remuneration Committee meeting were also circulated to the Board for noting at the next practicable Board meeting. Amongst the significant matters considered by the Nomination and Remuneration Committee during 2018 were as follows: Significant Matters How these Matters were Addressed by the Nomination and Remuneration Committee Outcome on the Process Undertaken • Considered the proposed appointment of the GCEO, GCFO, CHRO and Chief Procurement Officer taking into account the current and future needs of FGV, including diversity requirements. The sourcing of the candidates was undertaken externally through the recommendation of an independent third party service providers appointed by the Board. A Search Committee was established to review the suitability of the candidates for these positions. The Search Committee’s recommendation was then tabled to the Nomination and Remuneration Committee for deliberation. • Assessed the suitability of candidates, taking into account the selection criteria which include relevant skills, knowledge, expertise, experience, existing directorships, current professional responsibility and other obligations. • Assessed the independence of the candidates to be appointed as Independent Directors. Proposed appointment of Top Management and Senior Management Proposed appointment of Directors The new Top and Senior Management team have the right skills and experience to lead the Group effectively towards achieving its targets. The current Board composition has all the required skill sets for the Board to be effective and also meets the target of 30% women on the Board.