GHL Systems Berhad Annual Report 2015

GHL Systems Berhad

(293040-D)

Annual report 2015

Statement on

Corporate Governance

STRENGTHEN COMPOSITION

Board Composition

During the financial year, the Board consisted of six members, comprising two Executive Directors and four Non-

Executive Directors (of which two were independent, including the Chairman). During FY 2015, two members of

the Board, Ms. Goh Kuan Ho and Mr. Ng King Kau resigned from their positions as Independent Non-Executive

Director and Non-Independent Non-Executive Director, effective 3rd March 2015 and 1st June 2015 respectively.

Gender Diversity

The Board is cognisant of the recommendation on boardroom diversity in MCCG. Although the Company does

not have any boardroom diversity policy, the board believes that recruitment of directors should not be based

on any gender discrimination or preferences, as it is equally important to have the right mix of skills at the board

in order to enable the board and its committees to carry out its duties effectively.

A brief profile of each Director is presented on pages 18 to 23 of this annual report.

Board Committees

The Board delegates certain responsibilities to the dedicated Committees of the Board. Both these committees,

which are the Audit and Risk Committee (“ARC”) and Nomination and Remuneration Committee (“NRC”),

comprise exclusively non-executive directors. These committees operate within clearly defined terms of

reference and have the authority to examine particular issues and report their proceedings, deliberations and

where appropriate, make recommendations to the Board. On Board reserved matters, the Committees shall

deliberate and thereafter make their recommendations to the Board for its approval.

During Board meetings, 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 FY 2015 as laid out on pages 33 to 37 and pages 42 to 44 respectively. Terms of Reference and

composition of all Board Committees are available on the Company’s official website at

Board Evaluation

The Board and its Committees evaluate their performance and governance processes annually to improve the

collective and individual contributions and effectiveness. For FY 2015, a self-assessment of the performance of

the Board as a whole, its Committees and their 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.