43 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) /PNJOBUJOH BOE 3FNVOFSBUJPO $PNNJUUFF i/3$w 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 In February 2023, 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 and as guided by the Director’s Fit and Proper Policy dated 26 May 2022, the NRC was satisfied with the Directors who are seeking re-election at the forth coming Annual General Meeting as the NRC 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. *** 3&.6/&3"5*0/ 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 the 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 Directors 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 FY2022 are disclosed under Practice 8.1 of the Corporate Governance Report that is available on the Company’s official website at www.ghl.com. 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 FY2022 in bands of RM300,000.00, 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.
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