44
GHL Systems Berhad
(293040-D)
SUMMARY OF ACTIVITIES DURING FINANCIAL YEAR ENDED 31 DECEMBER 2014
The Committee reports regularly to the Board on its activities, deliberations and recommendations in the
discharge of its duties and responsibilities as set out in its terms of reference. During the financial year, the
Committee reviewed and updated its terms of reference to be in line with the relevant amendments to
the Main Market Listing Requirements of Bursa Malaysia (“MMLR”) and the Malaysian Code on Corporate
Governance 2012 (“MCCG”).
The main activities undertaken by the Committee during the year are as below:
1. Review terms of reference of the Committee.
The Terms of reference was reviewed and revised to be in line with the recommendation of the Malaysia
Code on CorporateGovernance 2012 and to ensure it remained consistent with the Committee’s objectives
and responsibilities.
2. Review size, structure and composition of Board and Board Committees.
The Committee carried out a review on the size, structure and composition of board and board committees
based on the following criteria:
• The status of the chairman in terms of whether he or she is also the CEO, an executive director, a non-
executive director or an independent director.
• The presence of a lead independent director.
• Balance and diversity of gender as well as skills, experience and knowledge on business / management,
industry, overseas market, strategic planning, sales, marketing and customer, production and quality
assurance, legal, finance and accounting, information technology, human resources management,
corporate governance and risk management and internal control.
• MMLR’s rules and MCCG’s recommendation and best practice.
Base on the skill matrix evaluation, the Committee recommended strengthening the board composition
with knowledge of production and quality assurance. Overall, the Committee was satisfied with the current
size of the Group’s Board and that there was an appropriate mix of knowledge, skills, attributes and core
competencies in the Board’s composition.
3. Facilitate Board, Board Committee and Directors assessment and review the results.
The Committee carried out an annual assessment of the Board and Board Committees as a whole and
of each Director. Assessment of the Board as a whole and Board Committees covered four main areas,
namely structure, roles and responsibilities, risk management and standard of conduct. Assessment of each
individual Director included their respective skills and knowledge, contribution to business strategies and
Group’s performance, contribution to Board processes, time commitment and standard of conduct. In
addition for Non-Executive Directors, independence was assessed based on their annual declaration and
other requirements stated in MMLR.
The FY2014 assessments were considered to be satisfactory and the Committee recommended further
enhancement on the Group’s investor relations program.
4. Facilitate board discussion on key management’s annual appraisal results
The Committee also facilitated a discussion at board meeting regarding the annual appraisal results of
key management i.e. Group Chief Executive Officer (“CEO”) and Group Chief Financial Officer (“CFO”).
The appraisers were asked to highlight to the Board any exception in the appraisal results for Group CEO
and Group CFO to effectively discharge his role. The appraisal included assessment on key performance
indicators and personal core competency.
NOMINATION AND REMUNERATION
COMMITTEE REPORT
