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GHL Systems Berhad
(293040-D)
statement on
corporate governance
The Board of Directors (“Board”) of GHL Systems Berhad (“GHL” or “the Company”) recognises that maintaining
good corporate governance is critical to GHL and its subsidiaries (“the Group”) long-term sustainable business
growth and for the safeguardand enhancement of shareholders’ interest. The Board is committed to continuously
strive for the highest standards of corporate governance in cultivating a responsible organisation that adopts
practices in accordance to the Principles and Recommendations of the Malaysian Code on Corporate
Governance 2012 (“MCCG”) and the relevant provisions in the Bursa Malaysia Securities Berhad (“Bursa”) Main
Market Listing Requirements (“MMLR”).
The Board reviews and enhances the Group’s corporate governance standards on a continuous basis to ensure
that its business and affairs are in strict adherence to the doctrine and principles of good corporate governance
such as integrity, transparency, accountability and responsible business conduct. The Board evaluates and,
where appropriate, implements relevant proposals to ensure that the Group continues to maintain good
corporate governance.
The Board is pleased to report to the shareholders the manner in which GHL has applied the Principals and
Recommendations of MCCG and Bursa’s MMLR during the financial year 2014.
ESTABLISH CLEAR ROLES & RESPONSIBILITIES
Board Charter
A Board Charter (the “Charter”) that clearly sets out the role, functions, composition, operation and process of
the Board was adopted by the Board in 2012. The Charter ensures that all Directors are aware of their duties and
responsibilities as Boardmembers. It acts as a source of reference and primary induction literature for prospective
Board members and Senior Management on good corporate governance. It also acts as a guideline to assist
the Board in assessing its collective performance and that of each individual Director.
The Board Charter will be reviewed at least annually to ensure consistency with the Board’s objectives and
responsibilities and adherence to the relevant rules and regulations as well as latest standards or guidelines of
corporate governance. The Charter is accessible to the public on the Company’s official website at
.
com and any update thereof will be uploaded to the website accordingly.
Roles and Responsibilities
TheCharter delineates the functions of the Boardand theManagement whilemaintaininga symbiotic relationship
between the two groups, enabling the effective execution of their respective roles and responsibilities. The
Board’s principal focus is the overall strategic direction, development and control of the Group in an effective
and responsible manner.
The Board is constantly mindful of safeguarding the interests of shareholders in discharging its stewardship and
duties. Followings are the Board’s core responsibilities:
• Review and approve the Group’s strategic plan that builds a sustainable business.
• Oversee and evaluate the Group’s business conduct, including the smooth functioning of core processes.
• Identify principal risks and ensure implementation of appropriate systems to manage these risks.
• Monitor succession planning, including appointing, training, fixing the compensation of and where
appropriate, replacing key management.
• Maintain an effective investor relations programme.
• Review the adequacy and integrity of the Group’s internal control systems.
The Board has delegated certain responsibilities to dedicated Board Committees with clear Terms of Reference
to discharge these responsibilities more effectively.
