GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 38 REINFORCE INDEPENDENCE Board Balance and Independence The Board comprises a mixture of Executive and Non-executive Directors from diverse professional backgrounds with a wealth of experience, skills and expertise to meet the Group’s needs. Although all Directors have equal responsibility towards the Group’s business, the Independent Non-Executive Directors provide an independent view, advice and judgement to take into account the interest of the Group, shareholders, employees and communities, in which the Group conducts its business. Annual Assessment of Independence The Board, via the NRC, assesses Independent Directors annually. In administering this, the Independent Directors are required to perform a yearly self-assessment/declaration based upon a series of questionnaire which is driven from definitions/criteria of Independent Directors as defined in Chapter 1 of the MMLR. For the financial year, the Board, via the NRC, has reviewed and deliberated the annual assessment performed and is satisfied with the level of independence demonstrated by all the Independent Directors and their ability to act in the best interest of the Company. Tenure of Independence Director In tandem with the MCCG, the Board, through its Charter, requires independence of any Director who has served more than nine (9) years to be subject to a rigorous review by the Board prior to justifying/recommending to the shareholders for their approval to retain the particular Board member as an Independent Director, if necessary. During the financial year under review, none of the Independent Directors have served for a cumulative term of nine (9) years. Chairman and CEO A clear division of responsibility between the Chairman and the CEO exists to ensure a balance of power and authority as no one individual Director has unfettered powers over decision making. Formal position descriptions of the Chairman and the CEO outlining their respective roles and responsibilities are set out in the Board Charter. The Board is satisfied that the current Board composition provides the appropriate, diversity, balance and size necessary to promote all shareholders and govern the Group effectively. It also fairly represents the ownership structure of GHL, with appropriate representations of minority interests through the Independent Non-Executive Directors. The Board will continue to monitor and review the Board size and composition as may be needed to maximise the shareholders’ value. FOSTER COMMITMENT Time Commitment All the Directors have committed sufficient time to carry out their duties during the tenure of their appointments. In accordance to the Listing Requirements, the Directors are prohibited to hold more than five (5) directorships in public listed companies in Malaysia to ensure that Directors have sufficient time to focus and fulfil their roles and responsibilities. The Directors are required to inform the Board should they accept new board memberships in other public listed companies. The Board meets at least 5 times a year with additional meetings convened on an ad-hoc basis as and when the Board’s approval and guidance are required. During the end of each calendar year, the Company Secretaries would draw a proposed timetable of all Board and Board Committees meetings which are held the next calendar year, including the AGM, to assist the Directors in planning their attendances for the Board and Committees meetings. Reminders are sent to the Directors prior to each Board and Committees meeting. The Board meets at least once each quarter and additional meetings are convened as and when necessary as determined by the Chairman. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D