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33
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
www.ghl.
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.