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CORPORATE GOVERNANCE
49 INDOFOOD AGRI RESOURCES LTD • ANNUAL REPORT 2013
The Board and Management of Indofood Agri Resources Ltd. (the “Company”) firmly believe that good corporate governance is critical to
the sustainability of the Company’s businesses and performance. We are committed to continuously enhance the standards of corporate
governance principles and processes so as to improve performance, accountability and transparency of the Company.
This report sets out the key aspects of the Company’s corporate governance framework and practices, with specific 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:
SHAREHOLDERS
BOARD OF DIRECTORS
EXECUTIVE COMMITTEE
(“EXCO”)
ENTERPRISE RISK
MANAGEMENT
AUDIT AND RISK
MANAGEMENT COMMITTEE
INTERNAL AUDIT
REMUNERATION
COMMITTEE
NOMINATING COMMITTEE
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 fields of operations
management, banking, finance, accounting, risk management and industry knowledge. The Board considers that its Directors possess
the necessary competencies to lead and govern the Company effectively.
A brief biography of each Director is given on pages 44 to 47 of this annual report. Each member of the Board will hold office pursuant
to the provisions of the Articles and be eligible for re-election unless the member is disqualified from holding office.
The Board has overall responsibility for the corporate governance of the Company. Apart from its statutory responsibilities, the principal
functions of the Board are to:
• review the financial performance and condition of the Group;
• approve the Group’s strategic plans, key operational initiatives, major investment and funding decisions;
• identify principal risks of the Group’s businesses, and implement systems to manage these risks;
• establish and maintain exemplary values and standards for the Company; and
• ensure all statutory obligations to shareholders and other stakeholders are understood and met.
All the Directors shall exercise independent judgement and make objective decisions that are in the best interest of the Company. This
is one of the performance criteria for the assessment on the effectiveness of the Board, and for the reporting year of FY2013, all the
Directors have discharged this duty.
The Board is assisted by various Board Committees in discharging their overall functions and responsibilities, including the Executive
Committee (“Exco”), the Audit and Risk Management Committee (“AC & RMC”), the Nominating Committee (“NC”) and the Remuneration
Committee (“RC”).