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GHL Systems Berhad
(293040-D)
During Board meeting, the Chairman of the Committees provides summary reports of the decisions and
recommendations made at respective committee meetings, and highlight to the Board any further deliberation
that is required at Board level.
The Board had previously resolved to combine the Nomination Committee and Remuneration Committee to
form the NRC to better carry out the best practices in MCCG Guide and new requirements in MMLR by Bursa
more efficiently.
Both ARC and NRC have presented their respective reports highlighting their composition, and summary of
activities during FY2014 as laid out on pages 34 to 37 and pages 43 to 45 respectively. Terms of Reference and
composition of all Board Committees are available at the Company’s official website:
.
Board Evaluation
The Board and its Committees evaluate their performance and governance processes annually to improve the
collective and individual contributions and effectiveness. For FY2014, a self-assessment on the performance
of the Board as a whole, its Committees and individual directors was facilitated by the NRC. The assessment
included a review of the administration and operation of the Board and its Committees, agendas, reports and
information produced for consideration of the Board. The assessment results were considered by the NRC, which
then made recommendations to the Board on the identified areas for improving the effectiveness of the Board.
DIRECTORS’ REMUNERATION
The objective of the Group’s policy on Directors’ remuneration are to ensure that formal and transparent
remuneration policies and procedures have been put in place to attract and retain Directors of appropriate
calibre to run the Group successfully. Remuneration packages of executive directors are structured so as to link
rewards to the achievement of corporate and individual performance.
Executive Directors’ basic salaries are fixed for the duration of their contract. Any revision to the basic salary will
be reviewed and recommended by NRC, taking into account the individual performance, the inflation price
index, the affordability, the industry’s practices and benchmarks and reasonableness.
The Group operates a bonus scheme for all employees, including the Executive Directors. The criteria for the
scheme is dependent on the level of profits achieved from certain aspects of the Group’s business activities as
measured against targets, together with an assessment of each individual’s performance during the period.
Bonuses payable to the Executive Directors are reviewed by the NRC and approved by the Board.
Other benefits in kind such as car, driver, petrol allowance and phone allowance are made available as
appropriate. Contribution is made to the Employees Provident Fund (“EPF”), the national mandatory defined
contribution plan, in respect of the Executive Directors. The Company reimburses reasonable expenses incurred
by the Directors in the course of performing their duties as Executive Directors.
Directors’ fees are recommended by the NRC to the Board after taking into consideration of the experience,
expertise and level of responsibilities undertaken by the particular Non-Executive Director concerned.
The final decision on any remuneration package offered to the Executive Directors and the fees payable to Non-
Executive Directors are the responsibility of the entire Board. Individual Directors do not participate in decisions
regarding their own remuneration package. Fees payable to Directors are for approval by the shareholders at
the Annual General Meeting.
statement on
corporate governance
