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GHL Systems Berhad
(293040-D)
Annual report 2015
Nomination and Remuneration
Committee Report
SUMMARY OF ACTIVITIES DURING FINANCIAL YEAR ENDED 31ST DECEMBER 2015
The Committee reports regularly to the Board on its activities, deliberations and recommendations in the
discharge of its duties and responsibilities as set out in its terms of reference.
The main activities undertaken by the Committee during the year are as below:
1. Review terms of reference of the Committee.
The Terms of reference was reviewed to ensure it is still in line with the recommendations of the MCCG and
remain consistent with the Committee’s objectives and responsibilities.
2. Review size, structure and composition of Board and Board Committees.
The Committee carried out a review on the size, structure and composition of Board and Board committees
based on the following criteria:
• The Chairman of the Board should be an Independent Non-Executive Director.
• There is a Senior Independent Non-Executive Director.
• There is balance and diversity of gender as well as skills, experience and knowledge on business /
management, industry, overseas market, strategic planning, sales, marketing and customer, production
and quality assurance, legal, finance and accounting, information technology, human resources
management, corporate governance and risk management and internal control.
• MMLR’s rules and MCCG’s recommendation and best practices are adhered to.
Based on the evaluation of a matrix of skill sets, the Committee recommended strengthening the Board
composition with a newmember who is experienced in Information Technology (IT). Overall, the Committee
was satisfied with the current size of the Group’s Board and that there was an appropriate mix of knowledge,
skills, attributes and core competencies in the Board’s composition.
3. Facilitate Board, Board Committee and Directors assessment and review the results.
The Committee carried out an annual assessment of the Board and Board Committees as a whole and
of each Director. Assessment of the Board as a whole and Board Committees covered four main areas,
namely structure, roles and responsibilities, risk management and standard of conduct. Assessment of each
individual Director included their respective skills and knowledge, contribution to business strategies and
Group’s performance, contribution to Board processes, time commitment and standard of conduct. In
addition for Non-Executive Directors, independence was assessed based on their annual declaration and
other requirements stated in MMLR.
The FY 2015 assessments were considered to be satisfactory.