GHL Systems Berhad Annual Report 2015

GHL Systems Berhad

(293040-D)

Annual report 2015

Audit and Risk

Committee Report

The Audit and Risk Committee Report provides insights into the manner in which the Audit and Risk Committee

has discharged its function for the Group in financial year ended 31st December 2015 (“FY 2015”) and also a

summary of its various activities.

FORMATION

The Audit Committee was established as a committee of the Board of Directors of GHL Systems Bhd on 11th

February 2003.

On 8th April 2013, the Board of Directors resolved that the Audit Committee be renamed as the Audit and Risk

Committee (“ARC” or the “Committee”).

COMPOSITION

The ARCcomprises threemembers, all of whomare Non-Executive Directors with themajority being independent,

during FY 2015 as follows:

1. FONG SEOW KEE – Chairman

(Senior Independent Non-Executive Director)

2. DATUK KAMARUDDIN BIN TAIB

(Independent Non-Executive Director)

3. LIM SZE MEI

(Non-Independent Non-Executive Director)

(Note: Ms Goh Kuan Ho resigned as a director of the Company and from the ARC wef. 3rd March 2015)

TERMS OF REFERENCE (“TOR”)

The Terms of Reference for the ARC is accessible to the public on the Company’s official website at

com. During the FY, the ARC had obtained approval of the Board to amend the committee’s TOR. Amendments

that were made are in relation to the quorum requirements whereby the previous “a minimum of three members

shall form the quorum, majority of whom shall be Independent Directors” was changed to “a minimum of two

members shall form the quorum, both of whom shall be Independent Directors”.

The committee believes that the amendments to the quorum was appropriate following the resignation of

Goh Kuan Ho from the committee effective 3rd March 2015, and in upholding the requirements of paragraph

15.09(1)(a) and (b) of the MMLR.