GHL System Berhad Annual Report 2020

46 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 ) CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) II. BOARD COMPOSITION (Cont’d) 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 Directors Designation Attendance Chairman Datuk Kamaruddin Bin Taib Independent Non-Executive 4/4 Member Dato’ Chan Choy Lin, Carol Independent Non-Executive 4/4 Member Hossameldin Abdelhamid Mohamed Aboumoussa (Resigned wef. 11 March 2021) Non-Independent Non-Executive 4/4 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 re-election of Directors; viii. Reviewed the Executive’s Share Scheme; and ix. Reviewed and recommended appointment of Group Chief Executive Officer In January 2021, 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. Datuk Kamaruddin Bin Taib has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years at the forthcoming Annual General Meeting. Following an assessment and recommendation by the NRC; where Datuk Kamarrudin Bin Taib being an interested party had abstained in the process in NRC, the Board recommended to the shareholders for approval at the forthcoming AGM for Datuk Kamaruddin Bin Taib to continue acting as an Independent Non-Executive Director of the Company. NRC has also conducted an assessment on the independence of the two Independent Non-Executive Directors for FY2020 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.