Page 375 - Full Book_24.4.2021

nOtICe OF the 24 th
annUaL GeneraL MeetInG In Retrospect

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The Will to Suceed

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Based on the number of Directors who are subject to retirement by rotation, two (2) out of five (5) Directors shall retire at this 24 AGM.
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Datuk Nik Mohd Hasyudeen Yusoff and Encik Zahari @ Mohd Zin Idris retire by rotation at this 24 AGM and being eligible, have offered
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themselves for re-election as Directors of the Company.
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Based on the Board and Peers Evaluation 2020, the Board is of the collective view that the said Directors who are retiring at this 24 AGM Achieving a Leading Repute
have satisfactorily discharged their roles and responsibilities to act in the best interest of the Company. The Board is satisfied that, considering
the wealth of expertise and experience which the retiring Directors possess, they will continue to bring sound judgement and contribute to the
Board deliberations through active participation in discussion and decision-making. The Board has hereby recommended that Datuk Nik Mohd |
Hasyudeen Yusoff and Encik Zahari @ Mohd Zin Idris be re-elected as Directors of the Company.
Section 64(2)(a) of the Islamic Financial Services Act 2013 provides that the appointment, re-appointment, election or re-election as Chairman,
Director or Chief Executive Officer of the Company is subject to approval by Bank Negara Malaysia (“bnM”). In this respect, BNM’s approval for
the tenures of the Directors seeking for re-election is still effective under Ordinary Resolutions 1 and 2. Paving the Way for a Sustainable Future
The profiles of Directors seeking for re-election are set out on pages 36 to 40 under Profile of Directors’ section of the Company’s Integrated
Annual Report 2020.
3. direcTors’ fees And benefiTs
Ordinary Resolution 3

Pursuant to Section 230(1) Companies Act 2016, Shareholders’ approval is also required for Directors’ remuneration and benefits received from 369
subsidiaries.
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At the 23 Annual General Meeting held on 26 August 2020, BHB obtained Shareholders’ approval on the payment of Directors’ fees and benefits
for the Company and its subsidiaries with effect from the 23 Annual General Meeting until the 24 Annual General Meeting of the Company in
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2021. Details of Directors’ fees and benefits are enumerated on page 132 and page 133 of the Integrated Annual Report 2020.
The proposed Resolution 3 is for the payment of the Directors’ fees and benefits for Directors of the Company and its subsidiaries from the 24
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Annual General Meeting until the 25 Annual General Meeting of the Company in accordance with the remuneration framework as set out on
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page 132 of the Integrated Annual Report 2020. Adhering to the Best Governance Practices
The Board Nomination and Remuneration Committee (“BNRC”) had on 31 January 2020, reviewed and concluded that the existing remuneration
framework remain competitive and appropriate based on the responsibilities of the Directors and the current market benchmarks. The Board has
therefore proposed to retain the same framework for the past three (3) years, subject to a maximum amount of RM2,502,000.00. This has taken
into consideration the frequency of meetings in 2021.
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If Resolution 3 is passed, Directors’ fees and benefits will be paid by the Company on a monthly basis and/or as and when incurred.
4. re-APPoinTMenT of AudiTors
Ordinary Resolution 4 Laying the Foundation for Financial Growth

The Board, through the Board Audit and Examination Committee (“BAEC”) had on 29 January 2021, completed its annual assessment on the
external auditors i.e., Messrs. PricewaterhouseCoopers PLT (“Pwc”) in accordance with the BNM’s Guideline on Corporate Governance for the
appointment/re-appointment of external auditors. The assessment covered the following factors prior the BAEC recommendation on the
re-appointment:
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i. Level of knowledge, capabilities, experience and quality of previous work;
ii. Level of engagement with the BAEC and the Management;
iii. Ability to provide constructive observations, implications and recommendations in areas requiring improvements;
iv. Adequacy in audit coverage, effectiveness in planning and conduct of audit; Additional Information & Disclosure Summary
v. Ability to perform audit work within agreed timeframe;
vi. Non-audit services rendered by the external auditors did not impede independence; and
vii. The external auditors demonstrated unbiased stance when interpreting standards/policies adopted by the Company.

Being satisfied with PwC performance in 2020, their technical competency and audit independence as well as fulfillment of criteria as set out in
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BNM’s Guideline for the Appointment/Re-appointment of External Auditors, the Board, at its meeting held on 29 January 2021, approved the BAEC
24 th AgM information
recommendation for the re-appointment of PwC as external auditors of the Company for the financial year ending 31 December 2021.