BIMB Integrated Annual Report 2019

129 BIMB HOLDINGS BERHAD 199701008362 (423858-X) Shareholders’ Information Financial Statements Additional Information Disclosure Summary BOARD ROLES AND RESPONSIBILITIES The roles of the Chairman and the Chief Executive Officer are separate and clearly defined in the Board Charter. Whilst the Chairman provides leadership of the Board, the day-to-day management of the Company is delegated to the CEO and his Key Senior Officer. The Key Senior Officer assists the CEO in operational and strategic decision-making and collectively reviews areas such as governance, operations, financial performance, budget, internal control and risk matters across the Group. The Board is also responsible to periodically review and approve the overall strategies, business and significant policies of BHB. The Board sets a proper standard to ensure that the Group operates with integrity and complies with the relevant rules and regulations. Role Key responsibilities Chairman Tan Sri Ambrin Buang • Provide leadership to the Board and steer the Board to achieve its objectives for the operation, governance and meetings of the Board; • Set the agenda for Board meetings and encouraging debate to ensure sound decision-making; • Ensure that decision making are taken on a sound and well-informed basis, including by ensuring that all strategic and critical issues are brought to the Board’s attention, and that directors received the relevant information on a timely basis; • Oversee the performance evaluation of the Board and its Committees; • Communication with stakeholders and ensuring stakeholders’ views are communicated to the Board; and • Lead efforts to address the Board’s developmental needs. Senior Independent Non- Executive Director Puan Noraini Che Dan • Provide a sounding board for the Chairman; • Act as intermediary for other Directors; • Promote high standards of corporate governance and ensure that the Company’s obligations to its stakeholders are complied with; • Ensure the composition of the Board meets the relevant requirements and regulations; and • Being available to stakeholders as an alternative channel of communication. Non-Executive Directors • Puan Noraini Che Dan • Encik Mohd Tarmidzi Ahmad Nordin • Encik Zahari @ Mohd Zin Idris • Scrutinise, measure and review the performance of the Management; • Constructively challenge and assist in the development of strategy; • Review the Group financial information, ensure systems of internal control and risk management are appropriate and effective; and • Review succession plans for the Board/key Senior Management. Executive Directors Datuk Nik Mohd Hasyudeen Yusoff • Act in the best interest of the Company and its shareholders; • Conduct/manner of the nominee director in exerting influence of the shareholders; and • To update the Board of any material issues discussed or decided at the subsidiary or investee company level. Chief Executive Officer Encik Mohd Muazzam Mohamed • Develop the strategic direction of the Company; • Deliver overall strategy and annual targets of the Group; • Lead the Key Senior Officers in ensuring their primary responsibility over the day-to-day business affairs and management of the Company are effectively managed; • Lead and support each of BHB’s businesses and the functions of Human Resource, Strategy and Development and Corporate Affairs; and • Represent BHB externally to all stakeholders.