40 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. BOARD RESPONSIBILITIES The Board’s principal focus is the overall strategic direction, development, and control of the Group in an effective and responsible manner. The Board oversees, directs, and supervises the Management by ensuring that Company’s goals are clearly established and that strategies are formulated, which is in line with the Company’s vision and mission. The Board is constantly mindful of safeguarding the interests of Shareholders in discharging its stewardship and duties by regularly evaluating economic, political, social, and legal issues that may influence or affect the development of the Company or the interests of Shareholders. The Board’s core responsibilities are as follow: i. Review and approve the Group’s strategic plan to build a sustainable business; ii. Oversee and evaluate the Group’s business conduct, including the smooth functioning of core processes; iii. Identify principal risks and ensure implementation of appropriate systems and processes to manage these risks; iv. Monitor succession planning, including appointing, training, fixing the compensation of and, where appropriate, replacing key management; v. Maintain an effective investor relations programme; and vi. Review the adequacy and integrity of the Group’s internal control systems. The Board delegates certain responsibilities to the dedicated Committees of the Board. Both the Audit and Risk Committee (“ARC”) and the Nomination and Remuneration Committee (“NRC”), comprise exclusively of Non-Executive Directors. The functions and Terms of Reference of these committees as well as the authority delegated by the Board to these committees have been approved by the Board and are reviewed from time to time to ensure they are relevant and up-to date. The ultimate responsibility for decision making, however, lies with the Board. Terms of Reference of all Board Committees are available on the Company’s official website at www.ghl.com. A clear division of responsibility between the Chairman and the Group CEO exists to ensure a balance of power and authority. The Chairman, being an Independent Non-Executive Director, is not involved in the day-to-day management of the Group’s business and has no relationship that could materially interfere with his judgement. While the Chairman is responsible to oversee the Board and provides necessary check and balance to safeguard the interests of all shareholders and stakeholders, the Group CEO is responsible for leading the Senior Management team running the day-to-day operations of the Group by making strategic business decisions and implementing the Board’s policies and decisions. The presence of the Independent Non-Executive Directors fulfils a pivotal role of corporate accountability. They provide unbiased and independent advice, alternative viewpoints, challenge perceptions and judgment as appropriate to take account of the interest of the Group, shareholders, employees and any party with whom the Group conducts business. The Board acknowledges and emphasizes the importance for all Directors and Employees to embrace good corporate governance practices and ethical standards. In view of this, the Board has formalized ethical standards and systems of compliance through the Company’s Code of Ethics and Conduct. These codes are aimed to emphasize the Company’s commitment to ethics and compliance with the applicable laws and regulations, use of confidential information and retention of records. The Board shall review and reassess the adequacy of the Code periodically and make such amendments as they may deem appropriate. The Company’s Code of Ethics and Conduct is available on the Company’s official website at www.ghl.com. Additionally, the Board established a Whistle Blowing Policy which is accessible to the public on the Company’s official website at www.ghl.com. The Whistle Blowing Policy serves as an avenue for employees and all stakeholders as well as the general public to report to the Company any genuine concerns about the unethical behaviour, malpractices, and illegal acts on failure to comply with regulatory requirements without fear of reprisal. All cases shall be independently investigated and appropriate actions will be taken where required. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D
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