GHL System Berhad Annual Report 2018

a n n u a l r e p o r t 2 0 1 8 29 CORPORAT E GOVERNANCE OVERV I EW STAT EMENT C O N T ’ D PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) I. BOARD RESPONSIBILITIES (cont’d) 1.3 Chairman and Chief Executive Officer ("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. 1.4 Company Secretary The Board is supported by the Company Secretary who facilitates the overall compliance with the MMLR and Companies Act 2016 and other relevant laws and regulations. The Company Secretary organises and updates Board members and committees the changes, if any, in regards to Board and Committee meetings as well as shareholders meetings. The Company Secretary attends all Board, Board Committees and shareholders meetings to ensure that meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained accordingly. This responsibility will involve the issuance of proper notices of meetings, circulation of previous meetings’ minutes, and that accurate and adequate records of the proceedings of the Board meetings and resolutions passed are taken and maintained in the statutory register of the Company. Removal of Company Secretary, if any, is a matter for the Board to decide collectively. 1.5 Board Committees The Board delegates certain responsibilities to the dedicated Committees of the Board. Both committees, the Audit and Risk Committee (“ARC”) as well as the Nomination and Remuneration Committee (“NRC”), comprise exclusively Non-Executive Directors. These committees operate within the clearly defined Terms of Reference approved by the Board; and have the authority to examine particular issues and 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 the 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 . 1.6 Information for the Board and Committees The Board and Committees are provided with an agenda on matters to be discussed together with the meeting papers which contain the following for the Directors’ perusal to enable the Directors to deliberate on issues to be considered at the respective meeting or obtain further explanations, where necessary, before the Board or Committees’ meetings. • Previous minutes of meetings; • Operational and financial performance reports; • Details of corporate proposals; • Quarterly interim financial reports or the annual audited financial statements; • Internal Audit Reports; and • Other matters.