GHL System Berhad Annual Report 2020

47 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) 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 clear and transparent remuneration package for each of its Directors and Senior Management in order to support and drive business strategy and long-term objectives of the Group. The NRC is responsible to review said Policy from time to time to ensure remuneration remains competitive, appropriate, and in alignment with the prevalent market practices. 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 FY2020 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 talents, 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 seven (7) Senior Management personnels’ remuneration for FY2020 in bands of RM350,000, 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 . PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. AUDIT AND RISK COMMITTEE (“ARC”) The ARC takes on the role of assisting the Board in the discharge of its responsibility of overseeing the financial reporting process and ensuring that the results of the Company’s operations are fairly presented in its financial statements. The ARC comprises three (3) members in which the ARC is currently chaired by Dato’ Chan Choy Lin, Carol, an Independent and Non-Executive Director. The Terms of Reference set out its duties and responsibilities, are disclosed on the Company’s official website at www.ghl.com . Through the Policy Statement on Auditor Independence, which was approved by the Board, the policy establishes the responsibility to assess the suitability, objectivity, and independence of the External Auditor to the ARC. A full Audit and Risk Committee Report enumerating its composition, summary of activities and the Group Internal Audit function during the financial year is included in this Annual Report. II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK The Board acknowledges its responsibility for maintaining a sound system of risk management and internal control of the Group that provides reasonable assurance of effective and efficient business operations, compliance with laws and regulations as well as internal procedures and guidelines. The Board has delegated to the ARC the responsibility of reviewing the effectiveness of control procedures and risk management framework and to report to the Board on all its findings and recommendations for deliberations. This system, by its nature, can however only provide reasonable but not absolute assurance against misstatement, fraud, or loss. The Statement on Risk Management and Internal Control furnished in this Annual Report provides an overview of the state of risk management and internal controls within the Group.