CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) 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 consists of eight (8) members, comprising two (2) Executive Directors and six (6) Non-Executive Directors, of which four (4) are Independent Non-Executive Directors including the Chairman. Further, none of the Directors is active politician. It is worth to note that in line with good corporate governance and in accordance with Practice 5.2 of the MCCG, half of the Board are made up of Independent Non-Executive Directors and three (3) out of eight (8) are women Directors, which is in accordance with Practice 5.9 of the MCCG that comprises of at least 30% women Directors. The Board is cognisant of the recommendation on boardroom diversity as stated 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. In line with the MCCG, the Board has adopted a Gender Diversity Policy in 2021 and 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 calibers. 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 and in line with the MCCG echoing the importance of Sustainability, the Company has formalised a Gender Diversity Policy and Director’s Fit and Proper Policy which are published on the Company’s website at www.ghl.com. In accordance with these policies, evaluation of suitability of candidates is based on the candidates’ character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to carry out their roles and responsibilities effectively in the best interest of the Company. Nomination and Remuneration Committee (“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 on 22 February 2022, and is accessible to the public on the Company’s website at www.ghl.com. The present members of the NRC are as follows: Designation Directors Designation Attendance Chairman Dato’ Chan Choy Lin, Carol Independent Non-Executive 2/2 Member Matteo Stefanel Non-Independent Non-Executive 2/2 Member Tan Lye Sim Independent Non-Executive 2/2 Member Kung Lee See Independent Non-Executive 2/2 50 GHL SYSTEMS BERHAD 199401007361 (293040-D)
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