GHL System Berhad Annual Report 2018

a n n u a l r e p o r t 2 0 1 8 31 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) II. BOARD COMPOSITION 2.1 Composition 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. Currently the Board consist of six (6) members, comprising one (1) Executive Director and five (5) Non-Executive Directors, of which two (2) are Independent Non-Executive Directors including the Chairman. During the financial year, one member of the Board, Mr. Fong Seow Kee resigned from his position as Senior Independent Non-Executive Director with effect from 31 July 2018. During the year under review, Dato’ Chan Choy Lin was appointed as an Independent Non-Executive Director with effect from 25 June 2018. She was subsequently appointed as Chairperson of the Audit and Risk Committee with effect from 31 July 2018. In addition, Mr. Matteo Stefanel, a representative from APIS Partners LLP, was appointed as a Non-Independent Non-Executive Director of the Company with effect from 22 November 2018. The current Board composition complies with the MMLR of Bursa Malaysia that requires a minimum of two (2) Directors or one-third (1/3) of the Board, whichever is higher, to be Independent Directors. Practice 4.1 of the MCCG states that at least half of the Board comprise Independent Directors. The Board is aware that its current composition is not in line with the desired practice and believes that the independence and objectivity is not compromised as a result of such composition. Independence and objectivity are present and preserved with the current composition in view of the weight given to the opinions of its two (2) Independent Non-Executive Directors which brings balance into its overall decisions. Nevertheless, the Board remains guided by the Principles and Practices of the MCCG in adhering to the best corporate governance practices. The Board is satisfied with the current composition which 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 review the Board composition periodically as when needed during the NRC meeting. 2.2 Tenure of Independence Director In tandem with the MCCG, the Board through its Board Charter requires independence of any Director who has served more than nine (9) years to be subject to a particularly 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. 2.3 Gender Diversity The Board is cognisant of the recommendation on boardroom diversity in the MCCG. Although the Company does not have any boardroom diversity policy, the Board believes that appointment 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. The Board currently has a female Director with the appointment of Dato’ Chan to the Board effective from 25 June 2018. CORPORAT E GOVERNANCE OVERV I EW STAT EMENT C O N T ’ D