BIMB Integrated Annual Report 2019

BHB’S GOVERNANCE FRAMEWORK LEADERSHIP AND EFFECTIVENESS 127 BIMB HOLDINGS BERHAD 199701008362 (423858-X) Shareholders’ Information Financial Statements Additional Information Disclosure Summary BHB has a robust corporate governance framework in place as part of its commitment to foster a culture of compliance that values personal and corporate integrity, accountability and continuous improvement. The Board sets the direction of the corporate governance principles, upholds governance, and seeks to build an ethical culture. The Board continuously strives to refine the Company’s corporate governance practices and processes to maintain the Group’s competitive edge. As recognition of the Board’s commitment in the area of corporate governance, BHB has received the following awards: • 2019 Building Trust Awards; • ESG Asset Manager of The Year - The Asset Triple a Islamic Finance Awards 2019; • Top 20 for Corporate Governance Disclosure – MSWG 2019; and • Top 30 for Overall Corporate Governance and Performance – MSWG 2019. BHB’s corporate governance framework is consistent and complies with the Companies Act 2016 (“ the Act ” or “ CA 2016 ”), Bank Negara Malaysia’s Corporate Governance Policy (“ BNM CG Policy ”), Malaysian Code on Corporate Governance 2017 (“ MCCG 2017 ”), Bursa Malaysia Securities Berhad (“ Bursa Securities ”) Main Market Listing Requirements (“ MMLR ”), Corporate Governance Guide (“ CG Guide ”) 3 rd Edition by Bursa Securities, and MSWG’s Malaysia – ASEAN Corporate Governance Scorecard. The application of the respective principles and best practices on corporate governance are highlighted in the various sections of this CG Overview Statement. BHB’s established structures, processes and policies help ensure compliance with laws and regulations and provide clear lines of sight for decision-making and accountability. The Company’s corporate governance practices are reviewed regularly and will continue to be developed and refined to meet the needs of the Company, taking into account best practices and guidelines. The Board approves the Company’s governance framework where specific powers of the Board are delegated to the relevant Board Committees and Management based on the specialised skills such as financial information review, human capital management, internal controls and risk management as well as governance, procurement and investment matters, as depicted below: Shareholders The Board Shareholders and the Board of Directors jointly Chief Executive Officer (“CEO”) and the Management Governance Model SHAREHOLDER have the ultimate decision-making authority at the Annual General Meeting where the re-appointment of the Board of Directors and re-appointment of External Auditors are approved. is accountable to the shareholders for the performance of the Company. It directs and monitors the business and affairs of the Company on behalf of the shareholders and is responsible for the Company’s overall strategy objectives, direction, performance and corporate governance of the Company, with some oversight delegated to the Board Committees. provide oversight of the control and management of BHB. is 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 CEO, together with the Management, the authority for managing BHB’s business to achieve its corporate targets and plans. is supported by the Board Charter, Authority Limit and Procurement Policy, Terms of Reference and Code of Conduct and Ethics.