FGV Annual Report 2020

204 FGV HOLDINGS BERHAD Annual Integrated Report 2020 How We Are Governed: Leadership & Effectiveness Area of Focus Matters Considered The Nomination and Remuneration Committee comprises exclusively of Non-Executive Directors and majority are Independent Directors. The Chairman of the Nomination and Remuneration Committee is an 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 to meet the needs of the Group. The Nomination and Remuneration Committee held five (5) meetings in 2020. FGV has in place a Board Nomination and Election Policy and Procedures to enhance, clarify and formalise its policies on 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 In 2020, the Nomination and Remuneration Committee undertook the following principal activities in discharging its responsibilities: Summary of Work Nomination and Election Process and Appointment and Reappointment/ Re-election Process a. Appointment of Government Appointed Directors and Non-Independent Non-Executive Director, representative of Major Shareholder. b. Redesignation of Dato’ Yusli Mohamed Yusoff as Deputy Chairman. c. Appointment of Nominee Directors in FGV Group and Nominee Directors of Koperasi Permodalan Felda Malaysia Berhad in FGV Group. d. Assessed and recommended to the Board on the re-election of Directors. e. Revision of composition of the Board Committees. f. Appointment of Senior Management. NOMINATION AND REMUNERATION COMMITTEE REPORT Cha i rman MEMB E R S Dato’ Yusli Mohamed Yusoff Dr. Nesadurai Kalanithi Datin Hoi Lai Ping Dr. Zunika Mohamed 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 are also described in detail in the Corporate Governance Report available on our website. The process flow of the said assessment can be found on page 201 of this report. The composition of the Nomination and Remuneration Committee for FY2020, including the name, designation (indicating the Chairman and members as well as indicating whether the Directors are independent or otherwise) together with the number of Nomination and Remuneration Committee meetings held during FY2020 and details of attendance of each Nomination and Remuneration Committee member can be found on page 165 of this report. Further details of the Nomination and Remuneration Committee’s Terms of Reference are published on our website at www.fgvholdings.com . This Report should be read in conjunction with our Corporate Governance Report, also available on our website.