BIMB Integrated Annual Report 2019

134 Integrated Annual Report 2019 Group Overview Sustaining The Group Management Discussion & Analysis Group Governance BOARD COMMITTEE The Board established its principal Committees to exercise oversight in specific areas. The Board Committees structure during the financial year under review is set out below. It includes the Board Committees’ Roles and Responsibilities, Membership, Attendance and Composition. The Terms of Reference of the respective Board Committees can be found at the Company website: www.bimbholdings.com. Meetings attendance record (1 January 2019 to 31 December 2019) Board of Directors Tan Sri Ambrin Buang Puan Noraini Che Dan Encik Mohd Tarmidzi Ahmad Nordin Datuk Nik Mohd Hasyudeen Yusoff 2 Encik Zahari @ Mohd Zin Idris 1 Tan Sri Ismail Adam 3 Overall Percentage of the Board Meetings Attended by the Members 100% Attendance 11/11 11/11 11/11 11/11 Nil 11/11 Total Board Meetings Hours: 23 Hours 55 Minutes Board Committees Board Audit & Examination Committee (“BAEC”) Board Nomination & Remuneration Committee (“BNRC”) Board Risk Committee (“BRC”) Chairman Puan Noraini Che Dan Attendance: 8/8 (100%) Puan Noraini Che Dan 4 Attendance: 4/5 (80%) Tan Sri Ismail Adam 3 Attendance: 5/5 (100%) Encik Mohd Tarmidzi Ahmad Nordin Attendance: 6/6 (100%) Members Encik Mohd Tarmidzi Ahmad Nordin Attendance: 8/8 (100%) Encik Zahari @ Mohd Zin Idris 1 Attendance: Nil Tan Sri Ismail Adam 3 Attendance: 7/8 (88%) Datuk Nik Mohd Hasyudeen Yusoff 2 Attendance: 5/5 (100%) Encik Mohd Tarmidzi Ahmad Nordin Attendance: 5/5 (100%) Encik Zahari @ Mohd Zin Idris 1 Attendance: Nil Datuk Nik Mohd Hasyudeen Yusoff 2 Attendance: 3/3 (100%) Puan Noraini Che Dan Attendance: 5/6 (83%) Encik Zahari @ Mohd Zin Idris 1 Attendance: Nil Tan Sri Ismail Adam 3 Attendance: 6/6 (100%) Datuk Nik Mohd Hasyudeen Yusoff 2 Attendance: 4/4 (100%) Objective Responsible to support the Board in ensuring that there is a reliable and transparent financial reporting process and internal control system within the Company and oversee the effectiveness of the internal auditors and external auditors of the Company. To oversee the integrity of the financial statements in compliance with legal and regulatory requirements and applicable accounting standards. To establish a formal and transparent procedure for the appointment of directors, Chief Executive Officer, Board Committee members and key senior management personnel. To assess and evaluate the performance and effectiveness of the individual directors, independence of independent directors and members of the Board Committees as a whole. To recommend a framework of remuneration for directors and Board Committees. To ensure the compensation structure is competitive and consistent with the Company’s culture, objectives and strategy. To oversee the Group activities in managing credit risk, market risk, liquidity risk, operational risk, legal risk, Shariah risk and other risk. To ensure the principles and requirements of managing risk are consistently communicated and adopted throughout the Company. To ensure that the risk management process is in place and functioning effectively. Meeting Hours 11 Hours 15 Minutes 4 Hours 30 Minutes 8 Hours 50 Minutes Corporate Governance Overview Statement (Pursuant to Paragraph 15.25 (1) of the MMLR of Bursa Securities)