Corporate Governance Report
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Corporate Governance Report Olam International Limited (‘Olam’ or the ‘Company’) is committed to observing a high standard of corporate governance in keeping with its overarching philosophy of delivering sustainable pro table growth and building capabilities with integrity. The Board constantly reviews the Company’s corporate governance practices and seeks to align its practices with the developments and changes in the Code of Corporate Governance. The revised Code of Corporate Governance was issued on 2 May 2012 (the ‘Code’) which takes effect from nancial year commencing 1 November 2012 and is only applicable to the Company for its Annual Report in 2014. In keeping with its commitment, & Sustainability Committee as well as gradually with a view to refreshing the Olam has since 2012 complied with a Board Risk Committee. In 2013, the Board. The additional steps taken to key revised guidelines in the Code Board announced the renewal of the align the Company with the Code include such as the appointment of a lead Board in line with the Board succession organising investor days as well as the independent director, the proportion plan and bearing in mind Guideline extensive engagement with stakeholders. of independent directors on the Board, 2.4 of the Code on the tenure of The Company continues to focus on the engagement of key stakeholders, poll Independent Directors. Independent substance and spirit of the Code while voting at shareholder meetings, having in Directors who have served on the continuing to deliver on the Company’s place a Board Corporate Responsibility Board beyond nine years will be retired vision and objectives. Our Current Corporate Governance Structure Shareholders and other Stakeholders Capital & Investment Audit & Compliance Committee Committee Board of Directors Governance Risk Committee & Nomination Committee Executive Committee Corporate Human Resource Responsibility & Compensation & Sustainability Management Committee Committee Committee Businesses Geographies Functions 60 | Olam International Limited Olam AR 2014_Corp Gov+Key Info+Corp Info + General Info_30.09.2014.indd 60 30/09/2014 19:09 Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L PMS8400c U315188 GP1B 30.09.2014 175# C K 2 14-023 BOARD MATTERS h. To oversee and consider corporate the Board’s commitment to engage and responsibility and sustainability issues, provide leadership to Management in Corporate Governance Principle 1: policies, standards and strategy areas concerning the business and in the context of the Company’s operations of the Company. The The Board’s Conduct activities that may have an impact on Commodity Financial Services Committee, of Affairs environmental and social issues; and the Project Financing Committee and the Independent General Committee i. To identify the key stakeholder groups for purpose of the Voluntary General Olam is led by a profi cient Board with and consider their perceptions. Offer by Breedens Investments Pte. representatives from varied nationalities As an established practice, the material Ltd. in March 2014, which comprises and diverse international business matters that require the specifi c review Independent Directors and are supported backgrounds. The Board oversees the and approval of the Board are: by the Executive team, were the ad affairs of the Company and provides hoc committees constituted previously. leadership and support to the Senior • Acquisitions, divestments and capital In November 2012, a committee of Management team. Collectively, the expenditure exceeding the authority the Board was constituted to conduct Board and the Senior Management Team limits established under an internal a detailed internal review into the ensure the long-term success of the policy adopted by the Board, while assertions made and widely reported in Company. Apart from discharging their delegating authority for transactions the media, and submit their fi ndings to statutory and fi duciary responsibilities, below those limits to Board Committees the Board. These ad hoc committees both individually and collectively, the key and the Executive Committee; add to the effectiveness and strength of functions of the Board are: • Capital planning and raising, annual the Company’s governance practices a. To provide entrepreneurial leadership, budgets and update to strategy plan; as well as took into consideration the set strategic objectives, and ensure Corporate Governance Report • Banking facilities and corporate interests and perspectives of the various that the necessary fi nancial and guarantees; and stakeholders of the Company. human resources are in place for the Company to meet its objectives, • Share issuances, dividend distribution, Directors are expected to exercise as well as to regularly review the share buyback and other returns independent and objective judgement execution and the implementation to shareholders. in the best interests of the Company. In of the revised strategy plan; The Board is assisted by various Board the annual Board and peer performance evaluation exercise, the ability to b. To oversee the process and Committees for the effective discharge objectively discharge their duties and framework for evaluating the of their responsibilities. The Board responsibilities at all times as fi duciaries adequacy of internal controls, risk Committees established to date are in the interests of the Company, as well management, fi nancial reporting the Audit & Compliance Committee, as the ability to objectively listen and and compliance and satisfy itself as Governance & Nomination Committee, discuss issues with one another, are to the adequacy and effectiveness of Human Resource & Compensation important assessment criteria. such processes and framework; Committee, Risk Committee and Corporate Responsibility & Sustainability c. To review the performance of Committee. Each of these Board Board and Board the Senior Management and the Committees has clear written Terms Committee Meetings compensation framework of the of Reference which set out the role, The regular meetings of the Board Board, Executive Directors and authority, qualifi cations for committee and Board Committees including the Senior Management; membership and process of each Annual General Meeting are scheduled d. To oversee the succession plans for the committee. All the Board Committees one year in advance. The Board sets Board, CEO and Senior Management; are actively engaged and play an aside a full day in each quarter to review important role in ensuring good and evaluate the Company’s business, e. To ensure the Company’s compliance corporate governance in the Company. operations and performance and address with laws and regulations as may be The detailed involvement of each Board key policy matters. These quarterly relevant to the business; Committee is set out in this report. Board meetings include presentations by f. To assume responsibility for Senior Management Team members and The Terms of Reference of the Board corporate governance; the executive team from the business Committees may be reviewed annually by units and functions and, on occasions, g. To set the Company’s value and each committee taking into consideration external consultants, on strategic standards, and ensure that obligation the changing needs in the business and issues relating to specifi c business to shareholders and others are operations of the Company, relevant laws areas or legal issues, thus providing the understood and met, from time and regulations, etc. Board with important updates and an to time; Ad hoc committees of the Board may understanding of the Group’s businesses from time-to-time be formed as part of as well as the platform to engage with Annual Report 2014 | 61 Olam AR 2014_Corp Gov+Key Info+Corp Info + General Info_30.09.2014.indd 61 30/09/2014 19:09 Olam A/R_Final NCL M Y U Size: 220(W)x297(H)mm-ISO39L U315188 GP1B 30.09.2014 175# C K 2 14-023 the key executives and managers. The by the Board. The Company’s Articles of Directors’ meetings held during the Board also sets aside time at each Association and the Terms of Reference year under review along with the regular Board meeting to meet without of the Board Committees provide for attendance of Directors are provided the presence of Management and the Board meetings and meetings of the on the next page. Throughout the year, Executive Directors. In addition to the Board Committees to be conducted Directors individually and collectively, regular meetings, ad hoc meetings via telephone conference and video actively engage with members of the as well as informal discussions of the conference or other similar modes of Board, the CEO, Senior Management Board and Board Committees are communication. Besides meetings of team and external consultants to gain held as and when required, with Board the Board, the Board pursuant to the deeper insights into the industry and members participating in person and Company’s Articles of Association and the business of the Company. The via telephone conference and video the Board Committees under their Terms contribution to and involvement of each conference. An Annual Board Offsite of Reference may also make decisions Director in Board affairs and growth visit is also organised in locations where by way of resolution by circulation. of the Company cannot be quantified the Company operates for Directors to The nature of the current Directors’ simply by their attendance. Their input gain an in-depth understanding of the appointments on the Board and details of