BIMB Integrated Annual Report 2019

Corporate governance advisory Information flows and meetings Compliance advisory Stakeholder communication • Advising the Board on its roles and responsibilities • Monitoring corporate governance developments and assisting the Board in applying governance practices • Facilitating the orientation of new Directors and assisting in Directors’ training and development • Managing the logistics and recording minutes of all Board and Board Committee meetings • Facilitating Board communication • Relaying Board and Board Committee decisions to Management to act upon • Advising the Board on corporate disclosures and compliance with Company regulation and other regulatory bodies • Notifying the Chairman of any possible violations of regulatory requirements • Managing processes pertaining to general meetings • Serving as a focal point for stakeholders’ communication and engagement on corporate governance issues The Board has delegated certain authorities to Management, including the day-to-day operations of the Company. However, the Board Charter as well as its Terms of Reference prescribes that the following matters are specifically reserved for the Board: • Strategic policy matters which include business plan, budget and corporate structure; • Financial results and declaration of dividends; • Any significant operating and credit policies; • Risk appetite setting; • Capital management plan; • Authority limits including discretionary authority; • Any new outsourcing proposals; • Succession Planning; • Declaration of dividends; • Any corporate exercise which include acquisition or divestment of strategic interest; • Major acquisition or disposal of capital expenditure; • Appointment and remuneration of Directors, the CEO and key Senior Management officers; • Entry into any related party transaction; • Review on the adequacy and integrity of the Company’s internal control system; and • Oversight and evaluation of the conduct and performance of the Company. 130 Integrated Annual Report 2019 Group Overview Sustaining The Group Management Discussion & Analysis Group Governance The Board is assisted by the Group Company Secretary (post currently held by Puan Maria Mat Said) who is responsible for the following matters: Details of the Board and Key Senior Officer’s roles and responsibilities are specified clearly in the Board Charter. To ensure that the Board Charter remains relevant, the Board Charter is reviewed every two (2) years, or when there are material changes to the governance structure, process or procedures. In addition to the Board Charter, in discharging its duties, the Board is also guided by its Terms of Reference, a document which specifies the Board’s role, power, duties and function. The Board Charter and Terms of Reference are available at BHB’s website www.bimbholdings.com. MATTERS RESERVED FOR THE BOARD Corporate Governance Overview Statement (Pursuant to Paragraph 15.25 (1) of the MMLR of Bursa Securities)