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CORPORATE GOVERNANCE
OVERVIEW STATEMENT

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

bnrC key aCtIvItIeS In 2020

The BNRC met five (5) times during the financial year. The following summarises the activities of the Committee in FY2020:

areaS OF FOCuS MatterS COnSIDereD
nomination • Perform oversight on the composition of the Board, including endorsing the
appointment of the Chairman and the members of the Board of the key
subsidiaries;
INTEGRATED ANNUAL REPORT 2020 • subsidiaries;
Recommend the appointment of nominee director of BHB at the respective
•
Consider the re-appointment of Tan Sri Ambrin Buang as the Chairman/
Independent Non-Executive Director of BHB;
Assess and consider the nomination of BHB’s nominee director at its key
•
operating subsidiaries;
•
subsidiary of BHB; and
• Assess and consider the nomination of a principal officer of a wholly owned
Consider and assess the plan involving the contractual and permanent
employees of the Company in anticipation of the completion of a corporate
130 exercise that will lead to the de-listing of the Company and transfer of listing
status to Bank Islam.
remuneration • Review the remuneration and benefits for the Directors of the Company; and
Review and recommend the quantum and basis of bonus payments to the
•
BIMB HOLDINGS BERHAD 199701008362 (423858-X) Governance • Review the status of independence of Independent Non-Executive Directors of
Management and employees of the Company.
the Company;
•
Review the overall size and composition of the Board and the board of its
subsidiaries and the directors of the Group;
•
Ensure a diverse Board composition for an effective and well-functioning
Board;
Conduct and review the results of the Annual Evaluation of the Board and its
•
Committees;
Review and recommend the training needs of each Director; and
•
Review the BNRC Overview report.
•

COMpOSItIOn anD DIverSIty appOIntMent OF DIreCtOrS

The BNRC plays a vital role in ensuring The BNRC is delegated with the responsibility to establish a formal and transparent
the balance in the composition and process for the nomination and appointment of new Directors. Such responsibilities
diversity of the Board is achieved. include screening and identification of candidates, performing the fit and proper
The BNRC reviewed the size, composition evaluation and assessment on the candidates’ capability to discharge their duties
and diversity of the Board as well as the effectively and efficiently prior to making recommendations to the Board for approval.
mix of experiences and competencies of The BNRC also ensures that the candidates possess the appropriate skills, experience and
each member of the Board. Following expertise relevant to the BHB’s business, core competencies, commitment and integrity
the assessment and recommendation to effectively discharge their role as a director. In sourcing and identifying candidates for
by the BNRC, the Board views that the the Board, the BNRC not only relies on recommendations from existing board members
current size and composition of the Board but would also consider external sources such as the Directors’ Register by FIDE FORUM
is conducive for appropriate decision- and independent executive firms.
making and incorporates a diversity of
opinions, perspectives and skills to act
on the best interest of the Company as
a whole.