BIMB Integrated Annual Report 2019

132 Integrated Annual Report 2019 Group Overview Sustaining The Group Management Discussion & Analysis Group Governance Governance and Succession Planning Reviewed and deliberated the following reports and approval papers: • Annual Board Evaluation for the FY2019; • Proposed Appointment of BHB’s nominee director in Bank Islam Malaysia Berhad; • Proposed Appointment of LTH’s nominees as Non-Independent Non-Executive Director of BHB; • Proposed Re-appointment of Tan Sri Ismail Adam as a Senior Independent Non-Executive Director; • Board Succession planning for BHB Group of Companies; • Directors’ Training for year 2019; • Proposed Re-appointment of Encik Mohd Muazzam Mohamed as the Chief Executive Officer of BHB; • Request in relation to the Short Notice of Resignation by the Ex-Group Chief Financial Officer; • Effect on the Appointment of Datuk Nik Mohd Hasyudeen Yusoff as the new Group Managing Director and Chief Executive Officer of LTH; • Amendment of BHB’s Memorandum and Articles of Association; • Declaration of directorship and professional commitment by Directors; and • Declaration of Independence by Independent Directors. BOARD MEETINGS Directors receive meeting materials five (5) days prior to each Board meeting to allow sufficient time for Directors to review and analyse relevant information. The deliberations and decisions made during Board meetings are clearly minuted and action items for Management are communicated to the relevant parties within seven (7) days after each meeting. The draft minutes are then tabled at the following meeting for confirmation and thereafter signed by the Chairman and filed within ten (10) days. The Board has a minimum six (6) scheduled meeting in a year, the dates of which are scheduled in advance to enable the Directors to plan ahead. In addition to the scheduled meetings, special meetings may be convened as and when required. All Directors attended more than 75% of Board meetings during the financial year 2019. The Chief Executive Officer, Group Chief Financial Officer and Company Secretary as well as other Management (if required) are also invited to attend the Board meetings to support the Board with further information on the matters being deliberated. Corporate Governance Overview Statement (Pursuant to Paragraph 15.25 (1) of the MMLR of Bursa Securities) BOARD CONDUCT The Board is committed in applying the ethical standards of behaviour as set out in its Board Code of Conduct and Ethics and in conducting itself in a way that is consistent with the Board Charter. Directors are required to declare any conflicts of interest including whether such interest arises through close family members. In the event of any conflict of interest, the Director shall abstain from participating in discussions and decisions on matters which directly involve him. Each Director has devoted sufficient time to carry out his/her responsibilities, maintain a sound understanding of the Company’s business and keep up-to-date with market and regulatory developments. The Board Charter states that a Director, upon acceptance of his/her appointment must declare to the Board details of all other significant businesses and interests, indicating broadly the time spent on such commitments. The maximum number of external professional commitments of each Director must not be more than ten (10) unless with prior approval of the Board. All Directors comply with the MMLR of not holding more than five (5) directorships in listed issuers at any given time. The Board is satisfied that the current number of directorships held by the Board Members does not impair their ability or judgment in discharging their roles and responsibilities.