GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 34 STRENGTHEN COMPOSITION (cont’d) Nomination and Remuneration Committees The Board had previously resolved on 8 April 2013 to combine the Nomination Committee and Remuneration Committee (“NRC” or the “Committee”) to form the NRC to better carry out the best practices in MCCG Guide and new requirements in MMLR by Bursa more efficiently. The NRC comprises three members who are exclusively Non-Executive Directors during FY 2017 as follows: 1. FONG SEOW KEE (appointed as Chairman on 21st February 2013) (Senior Independent Non-Executive Director) 2. DATUK KAMARUDDIN BIN TAIB (Independent Non-Executive Director) 3. BRAHMAL a/l VASUDEVAN (resigned wef. 24 May 2017) (Non-Independent Non-Executive Director) 4. HOSSAMELDIN ABDELHAMID MOHAMED ABOUMOUSSA (appointed wef. 26 May 2017) (Non-Independent Non-Executive Director) 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 available on the Company’s official website at www.ghl.com. The main activities undertaken by the Committee during the financial year are as below: I. Review terms of reference of the Committee The Terms of Reference was reviewed to ensure it is in line with the recommendations of the MCCG and remains consistent with the Committee’s objectives and responsibilities. II. Review size, structure and composition of Board and Board Committees The Committee carried out a review, which was led by the Chairman of NRC, on the size, structure and composition of the 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, adequate 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; and • MMLR’s regulations, MCCG’s recommendation and best practices are adhered to. Based on the evaluation of a skill set matrix, the Committee recommended strengthening the Board composition with a new member 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. III. 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: 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. NRC assessment for FY 2017 was considered to be satisfactory. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D