Page 132 - Full Book_24.4.2021

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

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

bOarD MeetInGS Each Director has devoted sufficient time to carry out his/her
responsibilities, maintain a sound understanding of the Company’s
In carrying out its duties, the Board has a minimum six (6) business and keep up-to-date with market and regulatory
scheduled meetings in a year, the dates of which are scheduled developments. The Board Charter states that a Director, upon
in advance to enable the Directors to plan ahead. In addition to acceptance of his/her appointment must declare to the Board
the scheduled meetings, special meetings may be convened as details of all other significant businesses and interests, indicating
and when required to address specific issues. broadly the time spent on such commitments. The maximum
number of external professional commitments of each Director
INTEGRATED ANNUAL REPORT 2020 review and analyse relevant information. The deliberations and All Directors comply with the MMLR of not holding more than
Prior to any meetings, Directors receive meeting materials at least
must not be more than ten (10) unless with prior approval of the
five (5) days in advance to allow sufficient time for Directors to
Board.
decisions made during Board meetings are clearly minuted and
action items for Management are communicated to the relevant
five (5) directorships in listed issuers at any given time.
parties within seven (7) days after each meeting. The draft minutes
The Board is satisfied that the current number of directorships
are then tabled at the following meeting for confirmation and
thereafter signed by the Chairman and filed within ten (10) days.
judgment in discharging their roles and responsibilities.
During the financial year under review, the Board met eleven (11) held by the Board members does not impair their ability or
times to deliberate and consider significant matters that required
126 its guidance and approval. All Directors attended more than 75% bOarD DIverSIty anD COMpOSItIOn
of Board meetings during the financial year 2020. Due to the
impact of COVID-19, eight (8) meetings were held virtually. As at the date of reporting, the Board consists of five (5)
Directors, comprising of one (1) Non-Independent Non-Executive
Director, one (1) Non-Independent Executive Director and three
BIMB HOLDINGS BERHAD 199701008362 (423858-X) the Board with further information on the matters being The Board composition is balanced and currently complies with
The Chief Executive Officer, Group Chief Financial Officer and
(3) Independent Non-Executive Directors.
Company Secretary as well as other Management (if required)
have also been invited to attend the Board meetings to support
the requirements under the MMLR and the BNM Policy on
deliberated.
the representation of majority Independent Directors, one of
whom is a woman Senior Independent Non-Executive Director.
Details of the Board and Board Committees’ meeting held during
The current size of the Board commensurate with the present
the financial year 2020 is disclosed under page 128 of this
scope of the Group’s business operations with a diverse wealth
Integrated Annual Report.
of knowledge, experience and skills in the areas of accountancy,
banking, takaful, audit, corporate finance, risk management and
bOarD COnDuCt
The Board recognises that upholding ethical standards of
The Board embraces diversity in the composition and
behaviour promotes the principles of sincerity, integrity and public administration.
deliberations of the Board and recognises the added value of
responsibility. The Board Code of Conduct and Ethics (“Code”) diverse perspectives and insights in its decision-making process.
details the responsibilities of the Directors in conducting itself in In this regard, the Board considers diversity from a number of
a manner consistent with the Board Charter. different aspects, including gender, age, educational background,
professional experience, skills, knowledge and length of service.
Directors have a duty to declare any conflict of interests including
whether such interest arises through close family members. Detailed profile of each member of the Board is provided on
In the event of any conflict of interest, the Director shall abstain pages 36 to 40 of this Integrated Annual Report.
from participating in discussions and decisions on matters which
directly involve him/her.