GHL System Berhad Annual Report 2018

G H L S y s t e m S B e r h a d ( 2 9 3 0 4 0 - D ) 32 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) II. BOARD COMPOSITION (cont’d) 2.4 Nomination and Remuneration Committee The Board had previously resolved on 8 April 2013 to combine the Nomination Committee with the Remuneration Committee to form the Nomination and Remuneration Committee (“NRC” or the Committee). NRC 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 . In February 2018, a peer assessment on the Board’s performance as a whole, its Committees and their individual Directors, was facilitated by the NRC and led by the Chairman of NRC. The assessment included a review of the administration and operation of the Board and its Committees, agendas, reports and information produced for consideration of the Board. Arising from the assessment, the NRC was satisfied with the existing Board composition and concluded that each Director has the requisite competence and capability to serve on the Board and had demonstrated their commitment to the Group in terms of time and participation during the year under review, and recommended to the Board for the re-election of the retiring Directors at the Company’s forthcoming Annual General Meeting (“AGM”). A summary of key activities undertaken by the Committee during the financial year under review are as follows:- I. Reviewed the size, structure and composition of Board and Board Committees based on the required skill, knowledge and diversity; II. Facilitated Board, Board Committees and Directors assessment and reviewed the results; III. Facilitated Board discussion on key management’s annual appraisal results; IV. Reviewed Executive Director’s service contract; V. Reviewed the training needs of Directors; VI. Reviewed and recommended appointment and re-election of Directors; and VII. Reviewed the Executive’s Share Scheme. 2.5 Time Commitment 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 Secretary would draw a proposed timetable of all Board and Board Committees meetings to be held in the next calendar year, including the AGM, to assist the Directors in planning their attendances at the Board and Committees meetings. Reminders are sent to the Directors prior to each Board and Committee meeting. CORPORAT E GOVERNANCE OVERV I EW STAT EMENT C O N T ’ D