BIMB Integrated Annual Report 2019

BOARD NOMINATION AND REMUNERATION COMMITTEE (“BNRC”) REPORT Chairman Puan Noraini Che Dan Senior Independent Non-Executive Director (Chairman w.e.f. 3 January 2020) (Member w.e.f. 11 October 2016) Tan Sri Ismail Adam Senior Independent Non-Executive Director (Retired w.e.f. 3 January 2020) Members Encik Mohd Tarmidzi Ahmad Nordin Independent Non-Executive Director Encik Zahari @ Mohd Zin Idris Non-Independent Non-Executive Director (Appointed w.e.f. 3 February 2020) Datuk Nik Mohd Hasyudeen Yusoff (Ceased w.e.f. 1 September 2019) The BNRC consists of a majority of independent non-executive directors and is chaired by Puan Noraini Che Dan, a Senior Independent Non-Executive Director who is also not a Chairman of the Board. The current composition of the BNRC complies with the BNM CG Policy and the MMLR. Details of the composition and the meetings attended by each member can be found in the CG Report 2019. During the financial year under review, five (5) BNRC meetings were held. This satisfies the BNRC Terms of Reference, which requires the BNRC to meet at least once a year. Further information on the BNRC’s roles and responsibilities as highlighted in its Terms of Reference is available on the Company’s website at www.bimbholdings.com. BNRC 136 Integrated Annual Report 2019 Group Overview Sustaining The Group Management Discussion & Analysis Group Governance THE BNRC ACTIVITIES IN 2019 Some the key activities of the BNRC during the financial year ended 31 December 2019 were as follows: Nomination • Identify any potential vacancies in the board of the respective subsidiaries and the skill gaps; • Review the background, skills and experience of potential qualified candidate that could fill in the said vacancies and the skill gaps on the Board and the board of its subsidiaries; • Review succession plans for the Board; • Conducted interview sessions to assess the suitability of the potential candidates to be appointed to the Board and/or the board of its subsidiaries; • Recommend the appointment of nominee director of BHB at the respective subsidiaries; • Consider the re-appointment and re-election of Directors and the re-appointment of the Chief Executive Officer; • Consider the proposal to renew the employment contract of key senior management of the Company; and • Assess and consider the proposal from a major shareholder in relation to appointment of its nominee director in BHB. Remuneration • Review and recommend the quantum and basis of bonus payments to the Management and staff of the Company; and • Assess and recommend the total remuneration for renewal of employment contract of key senior management of the Company. Governance • Review the status of independence of an Independent Non-Executive Directors of the Company; • Review the overall size and composition of the Board and the board of its subsidiaries and the Group pool of directors; • Ensure a diverse Board composition for an effective and well-functioning Board; • Review and made recommendations on the composition of Board Committees; • Conduct annual Board Evaluation of the Board and Board Committees; • Review the results of the annual Board Evaluation; • Review and recommend the training needs of each Director; • Review the Board Nomination and Remuneration Committee’s Overview report; and • Assess the involvement of the Chairman in relation to the issue of 1MDB. Corporate Governance Overview Statement (Pursuant to Paragraph 15.25 (1) of the MMLR of Bursa Securities)