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The Board and Management of Indofood Agri Resources Ltd. (the “Company”) are committed to continuously enhance the standard of
corporate governance principles and processes in managing the business and its affairs, so as to improve the performance, accountability
and transparency of the Company.
This Corporate Governance Report sets out the Company’s key aspects of the corporate governance framework and practices, with
specifc reference to the principles and guidelines of the Code of Corporate Governance (“Code” ). The Board also considered the Code
of Corporate Governance 2012 (“Revised Code”) issued on 2 May 2012.
Our Corporate Governance Structure is as follows:
Board Matters
The Board’s Conduct of its Affairs
The Board of Directors (the “Board” ) comprises of Directors with a wide range of skills and experience in the felds of operations
management, banking, fnance, accounting, industry knowledge and knowledge of risk management. The Board considers that its
Directors posses the necessary competencies to lead and govern the Company effectively. A brief biography of each Director is given on
pages 40 to 43 of this annual report. Each member of the Board will hold offce pursuant to the provisions of the Articles and thereafter,
shall be eligible for re-election unless disqualifed from holding offce.
The Board has overall responsibility for the corporate governance of the Company. Apart from its statutory responsibilities, the Board is
responsible for:
1. reviewing the fnancial performance and condition of the Group;
2. approving the Group’s strategic plans, key operational initiatives, major investment and funding decisions;
3. identifying principal risks of the Group’s business and implementing systems to manage the risks; and set the Company’s
values and standards, continually to make them exemplary and the highest, and ensure that obligations to shareholders and
other stakeholder are understood and met.
All Directors exercise independent judgement and make decisions objectively in the best interest of the Company.
The Board is assisted by various Board Committees in discharging their responsibilities, including Executive Committee (“Exco” ), Audit
Committee (“AC”), Nominating Committee (“NC”) and the Remuneration Committee (“RC” ). Each of these Board Committees has clearly
defned terms of reference which set out the duties, authority and accountabilities of each committee. Each Board Committee reviews its
terms of reference annually. The Board Committees play a key role in enhancing good corporate governance, improving internal controls
and the performance of the Group.
Shareholders
Board of Directors
Executive Committee
(“EXCO”)
Enterprise Risk
Management
Audit Committee
Internal Audit
Remuneration
Committee
Nominating Committee
Corporate Governance
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