BIMB Integrated Annual Report 2019

137 BIMB HOLDINGS BERHAD 199701008362 (423858-X) Shareholders’ Information Financial Statements Additional Information Disclosure Summary The BNRC reviewed the size, composition and diversity of the Board as well as the mix of experiences and competencies of each members of the Board. Following the assessment and recommendation by the BNRC, the Board views that the current size and composition of the Board is conducive for appropriate decision-making and incorporates a diversity of opinions, perspectives and skills to act on the best interest of the Company as a whole. In view of the need to ensure proper processes are in place to manage successionmatters at the Board level, the Board delegated the responsibility to establish a formal and transparent process for the nomination and appointment of new Directors to the BNRC. Such responsibilities include screening and identification of candidates, performing the fit and proper evaluation and assessment on the candidates’ capability to discharge their duties effectively and efficiently prior to making recommendations to the Board for approval. The BNRC also ensures that the candidates process the appropriate skills, experience and expertise relevant to the BHB’s business, core competencies, experience, commitment and integrity to effectively discharge their role as a director. INDEPENDENT DIRECTOR BHB recognises the important contribution of the Independent Directors in line with the requirement under the BNM CG Policy where a majority of its Directors must be independent. The presence of a majority of Independent Directors on the Board facilitates an effective and independent oversight over the Management, and provides the necessary checks and balances in ensuring the Company operates in a safe and sound manner. To ensure the independence of the Independent Directors is maintained, all Independent Directors are required to declare their independence on a monthly basis. Through the annual evaluation and independence assessment of the Directors, the Independent Directors are also assessed on their ability to provide strong and valuable contributions to the Board’s deliberations in the best interest of BHB, without any interference. For the year under review, the BNRC has considered the independence of each Independent Director in office and has concluded that each Independent Director has met the independence criteria as set out in the MMLR as well as the BNM CG Policy. The Board is generally satisfied that each Independent Director has remained independent in their character and judgement and is free from relationships or circumstances which could affect the Director’s judgement. The Board adopts the policy that limits the tenure of its Independent Directors to nine (9) years, pursuant to Step Up 4.3 of the MCCG. Currently, none of the Independent Directors has served the Board for more than nine (9) years. Succession PLAN Succession planning is essential for the Board’s corporate governance practices as the Board believes that the membership and composition of the Board should be reassessed from time to time. This is to ensure continuity towards meeting the Group’s long-term goal and objectives. The Board assisted by the BNRC is responsible for the recruitment and selection process of potential candidates. This process includes reviewing the Group’s talent pool in identifying the desirable competencies and skills to ensure that there is an appropriate dynamic of skill, experience, expertise and diversity on the Board. The Board assisted by the BNRC also oversee the appointment and the succession planning of the Key Senior Officer. INDUCTION PROGRAM A comprehensive induction programme has been established to ease a new Director into their role and to assist them in understanding BHB and Group’s business strategy and operations. Any newly appointed director will undergo an induction programme lasting at least two-days. The programme includes a session with the Chief Executive Officer and the Company Secretary covering BHB’s governance structure, business, reporting procedures and access of information, and a session with the Key Senior Officer of the respective key operating subsidiaries to provide better understanding of the Group’s core business and its whole operation. In addition, the director’s handbook consisting of the Board Charter, the Company’s Constitution, the Board and Board Committee’s Terms of Reference, the latest Annual Report of BHB and other relevant policies and guidelines is also made available to the director. The induction programme is organised as soon as practicable upon the appointment of the Director.