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GHL Systems Berhad
(293040-D)
Annual report 2015
Statement on
Corporate Governance
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 to build 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 and processes 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.
Code of Conduct and Whistle-Blowing Policy
The Board acknowledges and emphasises the importance for all Directors to embrace the highest standards of
corporate governance practices and ethical standards.
In view of this, the Board has formalised ethical standards and systems of compliance through the Company’s
code of conduct. These codes are aimed to emphasise the Company’s commitment to ethics and compliance
with applicable laws and regulations, use of confidential information and retention of records.
The Board has also established a Whistle-Blowing Policy that enables any employee of the Group to bring to
the attention of the Board any concerns regarding integrity and misconduct. Procedures are also in place for
investigations and appropriate follow-up actions.
Information for the Board
Board papers are provided to the Directors in a timely manner prior to the Board meeting to enable them to
obtain further explanations, where necessary. These reports provide information on the Group’s performance
and major operational, financial and corporate issues. The Board has unrestricted access to the Group Chief
Executive Officer (“CEO”), Group Chief Financial Officer (“CFO”) and senior management and all information
on the affairs of the Group. The Management is obliged to supply all relevant information relating to the business
and operations of the Group and governance matters at the request of the Board.
The Directors also have full and unrestricted access to the advice and services of Internal Audit Function, External
Auditors and Company Secretary. Members of the Board may collectively or individually consult advisers and,
where necessary, seek external and independent professional advice and assistance from experts to carry out
to their duties.
Company Secretary for the Board
The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and
Companies Act, 1965 and other relevant laws and regulations. The Company Secretary attends all Board and
Board Committee meetings to ensure that meetings are properly convened, that accurate and proper records
of the proceedings and resolutions passed are taken and maintained accordingly.
Removal of Company Secretary, if any, is a matter for the Board to decide collectively.