44 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 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 consist of nine (9) members, comprising two (2) Executive Directors and six (6) Non-Executive Directors, of which four (4) are Independent Non-Executive Directors including the Chairman and one (1) Alternate Director. It is worth to note that in line with good corporate governance and in accordance with Practice 5.2 of the MCCG 2021, half of the Board are made up of Independent Non-Executive Directors and in accordance with Practice 5.9 of the MCCG 2021, the Board comprises at least 30% of women Directors. The Board is cognizant of the recommendation on Boardroom diversity as stated in the MCCG 2021 and acknowledges the importance of diversity in terms of skills, experience, age, gender, cultural background, and ethnicity, and recognizes the benefits of diversity at leadership and employee level. In line with the MCCG 2021, 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 maximize the shareholders’ value. Recognizing the benefits of diversity in its broad spectrum and in line with the MCCG 2021 echoing the importance of Sustainability, the Company has formalized a Gender Diversity Policy which is published on the Company’s website at www.ghl.com. In accordance with the Gender Diversity Policy evaluation of suitability of candidates is based on the candidates’ competency, character and time availability. Nominating 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 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 Dato’ Chan Choy Lin, Carol Independent Non-Executive 4/4 Member Matteo Stefanal (appointed on 18 May 2021) Non-Independent Non-Executive 2/2 Member Hossameldin Abdelhamid Mohamed Aboumoussa (Resigned wef. 11 March 2021) Non-Independent Non-Executive 1/1 Member Tan Lye Sim (appointed on 25 November 2021) Independent Non-Executive - Member Kung Lee See (appointed on 25 November 2021) Independent Non-Executive - CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D
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