GHL System Berhad Annual Report 2020

45 A N N U A L R E P O R T 2 0 2 0 CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) I. BOARD RESPONSIBILITIES (Cont’d) Board Meetings (Cont’d) Directors Training Programme/Conference Seminar Matteo Stefanel - Malaysia 2020 Budget Briefing by Crowe - Effectiveness of Internal Audit Function of Listed Issuers - Anti-Money Laundering Training (AML) - Global Anti Bribery and Corruption Training (ABC) - Information Security - UK Financial Conduct Authority’s (FCA) Conduct Rules Training - Mandatory Learning: Company Director Essentials Hossameldin Abdelhamid Mohamed Aboumoussa (Resigned wef. 11 March 2021) - Malaysia 2020 Budget Briefing by Crowe - Effectiveness of Internal Audit Function of Listed Issuers - AML, Anti bribery, Conflicts, GDPR, Fraud, Insider trading - Clifford Chance: PE training: Post-Covid M&A deal terms in FS Africa/Asia - Senior Managers and Certification Regime - Clifford Chance: Fund Economics, fund terms, LPAs II. BOARD 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. The Board currently consist of five (5) members, comprising one (1) Executive Director and four (4) Non-Executive Directors, of which two (2) are Independent Non-Executive Directors including the Chairman. Practice 4.1 of the MCCG states that at least half of the Board comprises Independent Directors. The Board is aware that its current composition is a departure with the desired practice and believes that the independence and objectivity are 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 bring 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 cognisant of the recommendation on boardroom diversity in the MCCG, and acknowledges the importance of diversity in terms of skills, experience, age, gender, cultural background, and ethnicity, and recognises the benefits of diversity at leadership and employee level. By having a range of diverse dimensions, it brings different perspectives to the boardroom and to various levels of Management within the Group. 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. Recognising the benefits of diversity in its broad spectrum, 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.