45 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) II. BOARD COMPOSITION (Cont’d) Nominating and Remuneration Committee (“NRC”) 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 Directors’ service contract vi. Reviewed the training needs of Directors and independence of Independent Directors vii. Reviewed and recommended the appointment and re-election of Directors viii. Reviewed the Executive’s Share Scheme ix. Reviewed and recommended appointment of Group Chief Executive Officer In February 2021, the Board through the NRC met to review and discuss the Directors performance and effectiveness of the Board, Board Committees and individual Directors taking into account the required mixed skills, experience and core competencies of the Board as well as the term of office and performance of each of its members. Based on the annual assessment conducted, the NRC was satisfied with the existing Board composition and concluded that each Director has the requisite competence and capability to serve on the Board and had demonstrated their commitment to the Company in terms of time and participation during the year under review. In tandem with the MCCG2021, 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. 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 namely the Senior Management Remuneration Policy and Procedure 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 FY2021 are disclosed under Practice 8.1 of the Corporate Governance Report that is available on the Company’s official website at www.ghl.com. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D
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