GHL System Berhad Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 47 The Board of Directors (“Board”) of GHL Systems Berhad (“GHL” or “the Company”) recognises that maintaining good corporate governance is critical to GHL and its subsidiaries’ (“the Group”) long-term sustainable business growth and for safeguarding and enhancement of shareholders’ interest. The Board is committed to continuously strive for the highest standards of corporate governance in cultivating a responsible organization that adopts practices in accordance to the Principles and Recommendations of the Malaysian Code on Corporate Governance (“MCCG”) and the relevant provisions in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”). The Board reviews and enhances the Group’s corporate governance on a continuous basis to ensure that its business and affairs are in strict adherence to the doctrine and principles of good corporate governance such as integrity, transparency, accountability, and responsible business conduct. The Board evaluates and, where appropriate, implements relevant best practices to ensure that the Group continues to maintain good corporate governance. This Statement provides an overview of the Company’s application of the Principles and Practices set out in the MCCG and MMLR during the financial year ended 31 December 2019 (“FY 2019”). The details on how the Company has applied each Practice as set out in the MCCG during FY 2019 are disclosed in the Corporate Governance Report, which is available for viewing on the Company’s website at www.ghl.com . SUMMARY OF CORPORATE GOVERNANCE PRACTICES The Board considers that the Company has applied the practices and main principles of the MCCG, with the exception of the following:- i) Practice 4.1 At least half of the Board comprises Independent Directors. For Large Companies, the board comprises a majority of Independent Directors; ii) Practice 7.2 The Board discloses on a named basis the top five (5) senior management’s remuneration component including salary, bonus, benefits-in-kind, and other emoluments in bands of RM50,000; iii) Practice 11.2 Large companies are encouraged to adopt integrated reporting based on a globally recognised framework. iv) Practice 12.2 All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management, and other committees provide meaningful response to questions addressed to them. v) Practice 12.3 Listed companies with a large number of shareholders or which have meetings in remote locations should leverage technology to facilitate voting in absentia and remote shareholders’ participation at General Meetings. The Board also considers that the Company has adopted step up practices of the MCCG, with the exception of the following:- i) Practice 7.3 – Step Up Companies are encouraged to fully disclose the detailed remuneration of each member of senior management on a named basis. ii) Practice 8.4 – Step Up The Audit Committee should comprise solely of Independent Directors. iii) Practice 9.3 – Step Up The Board establishes a Risk Management Committee, which comprises a majority of independent directors, to oversee the company’s risk management framework and policies. The explanation for both practices and step up practices from the above departures, alternative disclosures, and timeframe for measures to be taken, where applicable, are set out in the Corporate Governance Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT