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GHL Systems Berhad
(293040-D)
Annual report 2015
Nomination and Remuneration
Committee Report
4. Facilitate Board discussion on key management’s annual appraisal results
The renewal of CEO’s service contract was made during FY 2015. In facilitating this, the NRC considered
the CEO’s contributions, achievements and deliverables for the past year. In accordance with its TOR, the
NRC would also consider and recommend to the Board of the remuneration packages, together with the
detailed fringe benefits and Executive Share Scheme (“ESS”).
5. Review Board’s service contract and succession plan.
The Committee reviewed each Executive Director’s service contract based on the BoardCharter’s guideline
and their respective contribution to the Group. As noted above, the Committee recommended to renew
the service contract of the CEO, which had expired during the financial year, for two years. The tenure of
each contract is for a maximum continuous period of three years, consistent with the Board Charter.
The Committee also reviewed the succession plan of key management based on the individual’s willingness
to continue and necessity. The Committee was satisfied with current succession planning.
6. Review induction and training needs of directors.
The Committee reviewed and recommended the necessary training suitable for individual director based
on annual assessment result, skill sets and past training record. The Committee concluded that all Directors
have received sufficient and appropriate training during FY 2015 that is relevant and would serve to
enhance their effectiveness in the Board and the Board Committees. The details of the Directors’ training
are set out on page 30 to 31.
7. Review nomination and election process.
The Committee has reviewed the nomination and election process and established a clear and transparent
nomination and election policy:
• The Committee could outsource director candidate search to professional firms to ensure that a
diverse range of candidates are considered or accept recommendations by any Board member but
the Committee should not be influenced by major controlling / dominant shareholders or the CEO /
executive directors.
• The director candidate should be interviewed by the Board Chairman and the NRC Chairman, and
should meet all Board members.
• The number of director candidates recommended by the nominating committee should be greater
than the available board seats, where possible.
• Newly appointed Directors are subject to election by shareholders at the first Annual General Meeting
(“AGM”) after their appointment.
• At least one-third (1/3) of the remaining Directors be subject to re-election by rotation at each AGM
and all directors shall retire from office at least once every three (3) years. The Directors retiring from
office shall be eligible for re-election by the shareholders.
• An independent director who had served on the Board for a period of nine years or more shall submit a
Declaration of Independence if she or he wishes to continue to serve as an Independent Director. NRC
shall consider the re-appointment based on the Declaration of Independence, assessment criteria and
guidelines set out in the policy and make the appropriate recommendation to the Board. This is also
subject to re-election by shareholder in the next AGM.