46 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d) III. REMUNERATION (Cont’d) 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 five (5) Senior Management personnel’s remuneration for FY2021 in bands of RM, which is available in Practice 8.2 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 four (4) 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. This system is reviewed at least bi-annually by the Board in terms of its continuing adequacy and operating effectiveness in all material aspects. 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. Sustainability Strategies The Board has taken a leap forward in the year 2021 in respect of Sustainability and in line with the MCCG 2021, the Board has set up a Sustainability Committee headed by the Group Head of Legal Compliance and Sustainability wherein a Sustainability Framework was created and apart from adopting four (4) new policies namely (1) Climate Change & Risk Policy, (2) Labour & Human Rights Policy, (3) Gender Diversity Policy and (4) the Senior Management Remuneration Policy and Procedure, the Board through the Sustainability Committee has taken great steps to adopt the ESG Sustainability Framework in line with the United Nation Sustainable Development Goals and the details of which are stated clearly in our Sustainability Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D
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