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In Retrospect



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                                                                                                                          The Will to Suceed



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            InDepenDent DIreCtOr                                 InDuCtIOn prOGraM
            The BNM CG Policy and the MMLR Policy mandates that a majority   The Board has in place a comprehensive induction program to
            of  directors  of  the  Board  must  be  independent.  Independent   assist with the onboarding of new Directors. Upon appointment,   Achieving a Leading Repute
            Directors contribute to the Board’s role in ensuring good corporate   all  new  Directors  must  attend  the  induction  program  to
            governance  practices  are  applied  to  promote  objectivity  and   facilitate their immersion into their role and to assist them in
            independence in the Board’s deliberations and decision-making   understanding  various  aspects  of  BHB  and  Group’s  business
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            process. The presence of a majority of Independent Directors on   strategy  and  operations.  The  induction  program  is  organised
            the Board also facilitates an effective and independent oversight   no  later  than  three  (3)  months  upon  the  appointment  of  the
            over the Management, and provides the necessary checks and   Director and may take up at least two (2) days to complete. The
            balances in ensuring the Company operates in a safe and sound   programme includes a session with the Chief Executive Officer
            manner.                                              and the Company Secretary covering BHB’s governance structure,   Paving the Way for a Sustainable Future
                                                                 business, reporting procedures and access of information, and
            BHB’s criteria for independence is set out in the Board Charter.   a  session  with  the  Key  Senior  Officer  of  the  respective  key
            One of which is the requirement for all Independent Directors   operating  subsidiaries  to  provide  better  understanding  of  the
            to  declare  their  independence  on  a  monthly  basis.  The  Board   Group’s core business and its whole operation.
            evaluates and assesses the Directors on an annual basis through
            a  board  evaluation  process.  Through  this  formal  process,   Directors are also provided with a Director’s Handbook consisting
            Independent Directors are also assessed on their ability to provide   of the Board Charter, the Company’s Constitution, the Board and
            strong and valuable contributions to the Board’s deliberations in   Board Committee’s Terms of Reference, the latest Annual Report   131
            the best interest of BHB, without any interference.  of BHB and other relevant policies and guidelines.

            For  the  year  under  review,  the  BNRC  has  considered  the
            independence  of  each  Independent  Director  in  office  and   DeveLOpMent anD traInInG
            has  concluded  that  each  Independent  Director  has  met  the
            independence criteria as set out in the MMLR and the BNM CG   As part of on-going professional development for Directors, an
            Policy.  The  Board  is  generally  satisfied  that  each  Independent   Individual Development Plan (“IDp”) was established for Directors
            Director  has  remained  independent  in  their  character  and   to identify required training for Directors to keep abreast with the   Adhering to the Best Governance Practices
            judgement and is free from relationships or circumstances which   changes to new statutory or regulatory requirements and on latest
            could interfere with the Director’s judgement.       developments  and  key  challenges  in  the  financial  and  Takaful
                                                                 industry. The Directors are mindful of the need to enhance their
            The Board has adopted the policy that limits the tenure of its   skills and knowledge to maximise their effectiveness as Directors
            Independent  Directors  to  nine  (9)  years,  pursuant  to  Practice   of the Company during their tenure.
            4.3 - Step Up of the MCCG. Currently, none of the Independent                                                 |
            Directors have served the Board for more than nine (9) years.  All  Directors  are  required  to  complete  their  IDP  by  attending
                                                                 at least three (3) trainings on technical knowledge and one (1)
                                                                 leadership or one (1) soft skills training during the calendar year.
            SuCCeSSIOn pLan                                      Directors are also encouraged to attend other training programs
                                                                 that are relevant to them.                               Laying the Foundation for Financial Growth
            The  Board  recognises  succession  planning  as  an  essential  role
            for  the  BNRC.  The  Board  believes  that  the  membership  and   Topics  covered  at  external  trainings  attended  by  the  Directors
            composition  of  the  Board  should  be  continuously  assessed  to   during  the  financial  year  were  on  Islamic  finance,  regulatory
            support the Group’s long-term strategic direction and business   development  and  governance,  Fintech  and  cyber  security,
            continuity.                                          corruption  risk  and  integrity,  risk  management,  leadership   |
                                                                 and corporate liability. Apart from external trainings that were
            The Board assisted by the BNRC is responsible for the recruitment   attended by the Directors, the Group Company Secretary also
            and selection process of potential candidates. This process includes   coordinated internal training which focused on (i) impact from the
            reviewing  the  Group’s  talent  pool  in  identifying  the  desirable   COVID-19 pandemic on the global market, banking segment and
            competencies and skills to ensure that there is an appropriate   equity market; and (ii) Anti-Money Laundering and Corruption   Additional Information & Disclosure Summary
            dynamic of skill, experience, expertise and diversity on the Board   Risk as part of the Board’s Continuing Development to enable the
            to  meet  the  fast-changing  landscape  of  the  financial  industry.   Directors to discharge their responsibilities effectively.
            The Board assisted by the BNRC also oversees the appointment
            and the succession planning of the Key Senior Officers.  Details  of  the  conference,  seminar  and  training  programmes
                                                                 attended by each Director in 2020 can be found in the CG Report   |
                                                                 2020.
                                                                                                                          24 th  AGM Information
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