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CORPORATE GOVERNANCE
OVERVIEW STATEMENT

(PURSUANT TO PARAGRAPH 15.25 (1) OF THE MMLR OF BURSA SECURITIES)

BHB’s corporate governance framework is consistent and with all laws and regulations. The Board strives to regularly review
complies with the following: the Company’s corporate governance practices to adapt to any
(a) the Malaysian Companies Act 2016; changes in BHB’s business directions and meet expectations of
shareholders.
(b) Bank Negara Malaysia’s Corporate Governance Policy
(“bnM CG policy”); The Board may delegate specific roles and functions of the Board
(c) MCCG 2017; and to relevant Board Committees and Management based on their
(d) MMLR. specialised skills. These include matters relating to financial
INTEGRATED ANNUAL REPORT 2020 corporate governance are highlighted in the various sections of investment. The roles and responsibilities of the Board, the Board
information review, human capital management, internal controls
and risk management as well as governance, procurement and
The application of the respective principles and best practices on
Committees and Management are defined and supported by the
this CG Overview Statement.
Board Charter, Terms of Reference, Code of Conduct and Ethics,
BHB’s established corporate governance structures, processes and
Authority Limit and Procurement Policy.
policies provide guidance to the Board’s business decisions and
overall responsibilities to the shareholders to ensure compliance

The table below provides an overview of the roles and functions of the shareholders, the Board and the Management through the
governance framework:
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Shareholders Ultimate decision-making authority at the AGM where the re-appointment of the
Board and re-appointment of External Auditors are approved.
BIMB HOLDINGS BERHAD 199701008362 (423858-X) Shareholders and the board jointly responsible for the Company’s overall strategy objectives, direction, performance and
Accountable to the shareholders for the performance of the Company. It directs and
the board
monitors the business and affairs of the Company on behalf of the shareholders and is
corporate governance of the Company, with some oversight delegated to the Board
Committees.

Provide oversight of the control and management of BHB.
Chief executive Officer and
Responsible for the sound and prudent day-to-day management of the Company in
accordance with the direction of the Board. The Board delegates to the Chief Executive
the Management
achieve its corporate targets and plans.

bHb SubSIDIary GOvernanCe Officer, together with the Management, the authority for managing BHB’s business to

BHB operates through a range of Each major subsidiary maintains its own board of directors. However, the Board
subsidiaries. The governance framework maintains control and performs oversight of the subsidiaries through the appointment
ensures each subsidiary company and removal of the directors on the board of the subsidiaries. Members of the Board may
operates as a separate and distinct legal be appointed as a director on each major subsidiary, thus ensuring a continuous flow of
entity accountable for their own practices information and promoting alignment to the Group’s strategic direction. While lines of
in accordance with local laws and reporting are maintained to the Group, the boards of each subsidiary remain the final
regulations. approving authority of that entity.