GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 CORPORATE GOVERNANCE OVERVIEW STATEMENT CONT’D 13*/$*1-& " #0"3% -&"%&34)*1 "/% &''&$5*7&/&44 (Cont’d) * #0"3% 3&410/4*#*-*5*&4 (Cont’d) In addition to the above, the Board has also established a Sustainability Committee spearheaded by the Group Head of Legal Compliance and Sustainability in line with the current importance of ESG Sustainability adoption in accordance with the MCCG 2021 which focus mainly on driving the Group Sustainability to keep abreast and understand the sustainability issues relevant to the company and its business, including climate-related risks and opportunities. The Board is supported by the Company Secretaries who facilitate the overall compliance with the MMLR and the Companies Act, 2016, and other relevant laws and regulations. The Company Secretaries organise and update Board members and Committees the changes, if any, in regards to Board and Board Committee meetings as well as shareholders’ meetings. The Company Secretaries attend all Board, shareholders and Board Committee meetings to ensure that these meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained accordingly. This responsibility will involve the issuance of proper notices of meetings, circulation of previous meetings’ minutes, and that accurate and adequate records of the proceedings of the Board and shareholder’s meetings, and resolutions passed are properly maintained in the statutory records of the Company. The removal of Company Secretary, if any, is a matter for the Board to decide collectively. #0"3% .&&5*/(4 The Board and Committees are provided with an agenda on matters to be discussed together with the meeting papers which contain the following for the Directors’ perusal to enable the Directors to deliberate on issues to be considered at the respective meeting or obtain further explanations, where necessary, before the Board or Committees’ meetings: i. Previous minutes of meetings ii. Operational and financial performance reports iii. Details of corporate proposals iv. Unaudited quarterly interim financial reports and annual draft audited financial statements v. Internal Audit Reports vi. Other matters The respective departments within the Group will strive to provide these materials to the Directors seven (7) days prior to the Board and Committee meetings, working within the challenges and constraints of the information gathering process; otherwise, the materials will be provided at least two (2) days before the meetings while those of a confidential nature will be provided during the Board and Committee meetings. Minutes were kept to record the proceedings at the Board and Committee meetings, the deliberations on the matters at hand, and the decisions made thereto, and circulated in a timely manner upon completion of meeting. Senior Management is invited to attend the Board and Board Committees meetings to provide insight and furnish clarification on issues that may be raised by the Directors. Professional advisers appointed by the Company, if required, are invited to attend the Board or Committees meetings to provide relevant observations, clarifications or findings to the Board or Committees. The Board has unrestricted access to the Group Chief Executive Officer (“Group CEO”), Group Chief Financial Officer (“CFO”), Senior Management, and all information on the affairs of the Group. The Management is obliged to supply all relevant information relating to the business and operations of the Group and governance matters at the request of the Board. The Board also has full and unrestricted access to the advice and services of Internal Audit Function, External Auditors, and Company Secretaries. Members of the Board may collectively or individually consult the advisers and, where necessary, seek external and independent professional advice and assistance from experts to carry out their duties.
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