GHL System Berhad Annual Report 2019

G H L S Y S T E M S B E R H A D 1 9 9 4 0 1 0 0 7 3 6 1 ( 2 9 3 0 4 0 - D ) 52 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) II. BOARD COMPOSITION (Cont’d) The Board constantly advocates fair and equal participation and opportunity for all individuals of the right calibre. 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. 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. 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. The Company has formalised a Board Diversity Policy and such policy is contained in the Board Charter, which is published on the Company’s website at www.ghl.com . In accordance with the Board Diversity Policy on gender, the Board shall comprise at least a female Director at any time. Evaluation of suitability of candidates is based on the candidates’ competency, character, time availability, integrity, and experience in meeting the Company’s needs. The Board currently has a female Director with the appointment of Dato’ Chan Choy Lin, Carol to the Board. Nominating and Remuneration Committee (“NRC”) The Board had previously resolved on 8 April 2013 to combine the Nomination Committee with the Remuneration Committee to form the NRC. The 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, which was last revised and approved by the Board in 25 February 2020, and is accessible to the public on the Company’s official website at www.ghl.com . The present members of the NRC are as follow:- Designation Name Directorship Attendance Chairman Datuk Kamaruddin Bin Taib Independent Non-Executive 2/2 Member Dato’ Chan Choy Lin, Carol Independent Non-Executive 2/2 Member Hossameldin Abdelhamid Mohamed Aboumoussa Non-Independent Non-Executive 2/2 A summary of key activities undertaken by the Committee during the financial year under review are as follow:- 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 succession planning for Key Senior Management, taking into account challenges and opportunities faced by the Company, and the skills and expertise needed in the future. v. Reviewed Executive Director’s service contract; vi. Reviewed the training needs of Directors; vii. Reviewed and recommended appointment and re-election of Directors; and viii. Reviewed the Executive’s Share Scheme. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D