GHL System Berhad Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 53 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) II. BOARD COMPOSITION (Cont’d) Nominating and Remuneration Committee (“NRC”) (Cont’d) In January 2020, 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. 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. NRC has also conducted an assessment on the independence of the two Independent Non-Executive Directors for FY2019 based on the criteria on independence adopted by the Bursa Malaysia Securities Berhad. Following an assessment by NRC, the Board was of the opinion that the independence of the two Independent Non- Executive Directors remain unimpaired and their judgement over business dealings of the Company was not influenced by the interest of the other Directors or substantial shareholders. III. REMUNERATION The NRC is entrusted by the Board on matters relating to the remuneration of the Board and Senior Management and making recommendations on the same to the Board for approval. The Company has in place a set of policies and procedures which determines a fair and competitive remuneration package for each of its Directors and Senior Management in order to attract and retain the appropriate calibre. The NRC’s recommended remuneration for Executive Director and Senior Management are linked to their performance, qualifications, experience, and scope of responsibility. The remuneration of Independent Non-Executive Directors reflects the scope of responsibilities and commitments undertaken by them. The Board ensures that the remuneration for Independent Non-Executive Directors does not conflict with their obligation to bring objectivity and independent judgement on matters discussed at the Board meetings. The details of the Directors’ remuneration for the FY2019 are disclosed under Practice 7.1 of the Corporate Governance Report that is available on the Company’s official website at www.ghl.com . The Board is aware of the importance of transparency in disclosing the remuneration of its Senior Management. Due to the competitiveness of the industry for key talent, and to retain and recruit key talents, the Board is of the opinion that it is in the best interest of the Company to disclose the Company’s top six (6) Senior Management personnel’s remuneration for FY2019 in bands of RM300,000, which is available in Practice 7.2 of the Corporate Governance Report that is available on the Company’s official website at www.ghl.com . CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D