42 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% $0.104*5*0/ (Cont’d) 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 and Director’s Fit and Proper Policy which are published on the Company’s website at www.ghl.com. In accordance with these policies, evaluation of suitability of candidates is based on the candidates’ character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to carry out their roles and responsibilities effectively in the best interest of the Company. /PNJOBUJOH BOE 3FNVOFSBUJPO $PNNJUUFF i/3$w 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 on 22 February 2022, 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: %FTJHOBUJPO %JSFDUPST %FTJHOBUJPO "UUFOEBODF Chairman Dato’ Chan Choy Lin, Carol (redesignated on 18 February 2022) Independent Non-Executive 4/4 Member Matteo Stefanal (appointed on 18 May 2021) Non-Independent Non-Executive 4/4 Member Tan Lye Sim (appointed on 25 November 2021) Independent Non-Executive 4/4 Member Kung Lee See (appointed on 25 November 2021) Independent Non-Executive 4/4 Member Datuk Kamaruddin Bin Taib (resigned wef 18 February 2022) Independent Non-Executive -
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