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GHL Systems Berhad
(293040-D)
Annual report 2015
The number of Directors of the Company whose remuneration band falls within the following successive bands
is as follows:
Ranges of Remuneration (MYR, Gross)
Executive
Directors
Non-Executive
Directors
1 – 50,000
-
3
50,001 – 100,000
-
2
150,001 – 200,000
-
1
550,001 – 600,000
1
-
650,001 – 700,000
1
-
Total
2
6
REINFORCE INDEPENDENCE
Board Balance and Independence
The Board comprises a mixture of Executive and Non-executive Directors from diverse professional backgrounds
with a wealth of experience, skills and expertise to meet the Group’s needs.
Although all Directors have equal responsibility for the Group’s business, the Independent Non-Executive
Directors provide an independent view, advice and judgement to take into account the interest of the Group,
shareholders, employees and communities in which the Group conducts its business.
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 the Board requires independence of any director who has served more than nine
(9) years should be subject to particularly rigorous review by the Board prior to justifying/recommending to the
shareholders for their approval to retain the particular Board member as an independent director, if necessary.
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 is satisfied that the current board composition 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.
Statement on
Corporate Governance