GHL Systems Berhad Annual Report 2015

GHL Systems Berhad

(293040-D)

Annual report 2015

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.

In drafting the Corporate Governance statement for financial year ended 31st December 2015 (“FY 2015”),

considerations were given to the report

“Analysis of Corporate Governance Disclosures in Annual Reports”

published by Bursa in December 2015 that discusses the level and quality of disclosures made by numerous

listed issuers in their annual reports of 2014. The findings and recommendations from this report were analysed

and taken into consideration to ensure additional disclosures, where applicable are included.

The Board is pleased to report to the shareholders the manner in which GHL has applied the Principles and

Recommendations of MCCG and Bursa’s MMLR during the financial year.

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

The Charter delineates the functions of the Board and the Management while maintaining a symbiotic

relationship between the two groups, enabling 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.