GHL System Berhad Annual Report 2017

ANNUAL REPORT 2017 33 STRENGTHEN COMPOSITION Board Composition The Board consisted of five members, comprising one Executive Director and four Non-Executive Directors (of which two were independent, including the Chairman). During the financial year, two members of the Board, Mr. Brahmal a/l Vasudevan and Mr Kanagaraj Lorenz resigned and retired from their position as Non-Independent Non-Executive Director and Executive Director, effective 24th May 2017 and 26th May 2017 respectively. On 26th May 2017, Mr. Ali Zaynalabidin Haeri Mazanderani and Mr. Hossameldin Abdelhamid Mohamed Aboumoussa were both appointed as Non-Independent Non-Executive Directors of the Company. The current Board composition complies with the Main Market Listing Requirements of Bursa Malaysia that require a minimum of two (2) Directors or one-third (1/3) of the Board, whichever is higher, to be Independent Directors. However, in accordance to the MCCG Code, the Board does not have majority presence of Independent Non-Executive Directors. The Board is satisfied with the current composition that provides a balance mix of executive and non-executive members. The current Board brings with it a broad range of business, financial and technical background. This balance facilitates the Board to provide clear and effective leadership to the Group, and bring informed and independent judgement to many aspects of the Group’s strategy and performance. Notwithstanding the above, the Board functions in a manner that promotes an open environment where the Directors are able to exercise independent judgement and the interests of shareholders are always at the forefront when important decisions are made by the Board. The Board will continuously review the Board composition annually during NRC meetings. Gender Diversity The Board is cognisant of the recommendation on boardroom diversity in MCCG. Although the Company does not have any boardroom diversity policy, the Board believes that recruitment of Directors should not be based on any gender discrimination or preferences, as it is equally important to have the right mix of skills at the Board in order to enable the Board and its committees to carry out its duties effectively. Board Committees The Board delegates certain responsibilities to the dedicated Committees of the Board. Both committees, the Audit and Risk Committee (“ARC”) and Nomination and Remuneration Committee (“NRC”), comprise exclusively Non- Executive Directors. These committees operate within clearly defined Terms of Reference; have the authority to examine particular issues; report their proceedings, deliberations and, where appropriate, make recommendations to the Board. On Board reserved matters, the Committees shall deliberate and make their recommendations to the Board for its approval thereafter. During Board meetings, the Chairman of the Committees provides summary reports of the decisions and recommendations made during respective committee meetings, and highlight to the Board any further deliberation that is required at Board level. Terms of Reference of all Board Committees are available on the Company’s official website at www.ghl.com. Audit and Risk Committees The Audit Committee takes on the role of assisting the Board in discharging its fiduciary duties, the responsibility of overseeing the financial reporting process, and ensuring that the results of the Company’s operations are fairly presented in its financial statements. A full Audit Committee Report enumerating its composition, summary of activities and the Internal Audit Function during the financial year is set out on pages 42 to 46. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D