30
GHL Systems Berhad
(293040-D)
Annual Assessment of Independence
The Board, via the NRC, assesses Independent Directors annually. In administering this, the Independent Directors
are required to perform a yearly self-assessment/ declaration based upon a series of questionnaire which is
driven from definitions/criteria of independent directors as defined in Chapter 1 of the MMLR. For the financial
year, the board via the NRC has reviewed and deliberated the annual assessment performed and is satisfied
with the level of independence demonstrated by all the Independent Directors and their ability to act in the
best interest of the Company.
In tandem with the MCCG 2012, the Board requires independence of any director who has served more than
nine (9) years should be subject to particularly rigorous review. During the financial year under review, none of
the Independent Directors have served for a cumulative term of nine (9) years.
Chairman and CEO
A clear division of responsibility between the Chairman and the CEO exists to ensure a balance of power and
authority as no one individual director has unfettered powers over decision making. Formal position descriptions
of the Chairman and the CEO outlining their respective roles and responsibilities are set out in the Board Charter.
The Board has also appointed a Senior Independent Non-Executive Director to furtherance the Board balance.
The Board is satisfied that the current composition of Directors provides the appropriate, diversity, balance
and size necessary to promote all shareholders and govern the Group effectively. It also fairly represents the
ownership structure of GHL, with appropriate representations of minority interests through the Independent Non-
Executive Directors. The Board will continue to monitor and review the Board size and composition as may be
needed to maximise the shareholders’ value.
FOSTER COMMITMENT
Board Meeting
The Board meets at least 4 times a year on quarterly basis, with additional meetings convened on an ad-hoc
basis as and when the Board’s approval and guidance are required. Due notice is given of proposed dates of
meetings during the financial year and standard agenda and matters to be tabled to the Board.
Five BoardMeetings were held during the financial year ended 31 December 2014 and details of the attendance
of each Director are as follows:
Name of Directors
Designation & Directorate
Number of Meetings
Attended During the year
Datuk Kamaruddin Bin Taib
Independent Non-Executive Chairman
5 out of 5
Loh Wee Hian
Executive Vice Chairman
5 out of 5
Kanagaraj Lorenz
Group Chief Executive Officer/
Executive Director
5 out of 5
Ng King Kau
(redesignated on 1 January 2015)
Non-Independent Non-Executive Director
5 out of 5
Fong Seow Kee
Senior Independent Non-Executive Director
5 out of 5
Goh Kuan Ho
(resigned effective 3
rd
March 2015)
Independent Non-Executive Director
5 out of 5
Brahmal a/l Vasudevan
(appointed 16 April 2014)
Non-Independent Non-Executive Director
4 out of 4
Lim Sze Mei
(appointed 16 April 2014)
Non-Independent Non-Executive Director
4 out of 4
statement on
corporate governance
