BIMB Integrated Annual Report 2019

138 Integrated Annual Report 2019 Group Overview Sustaining The Group Management Discussion & Analysis Group Governance DEVELOPMENT AND TRAINING The Board recognises the value of enhancing their skills and knowledge on relevant new laws and regulations, the changing business environment and risk profile as well as the latest developments and key challenges in the financial and Takaful sector that may affect their roles and responsibilities. Topics covered at external training attended by the Directors during the financial year were finance, regulatory development, risk management, governance and sustainability. During the financial year under review, apart from external trainings that were attended by the Directors, the Company Secretary also coordinated internal training which focuses on (i) role and functions of the Board, a performance perspective; (ii) role of the Corporate (or Holding Co) Board; (iii) Related Party Transaction, Conflict of Interest and Conflict of Duty; and (vi) Corporate Liability as part of the Board’s Continuing Development to enable them to discharged their responsibilities. Details of the conference, seminar and training programmes attended by each Director in 2019 can be found in the CG Report 2019. BOARD EVALUATION An objective and well-managed board evaluation process can lead to substantial improvement in the Board’s effectiveness which will eventually bring significant benefits to the Company. Through a Board and Peer Annual Assessment (“ Board Evaluation ”), the BNRC undertakes a formal and transparent process to assess the effectiveness of individual Directors, Board Committees and the Board as a whole. Based on the 2019 Board Evaluation results, the Board and Board Committees are satisfied with their existing composition and are of the view that, with the current mix of skills, knowledge, experience and strength of the existing Directors, the Board and the Board Committees are able to discharge their duties effectively. The BNRC concluded that the Directors and respective Board Committees as a whole have remained effective and have consistently met high performance standards and all expectation. This indicates that the Directors have continuously fulfilled their responsibilities as Members of the Board and Board Committees. DIRECTORS’ REMUNERATION The BNRC is authorised to review the remuneration framework for Directors and Key Senior Officers of BHB to ensure that their compensation is competitive and consistent with industry standards and is in line with BHB’s culture, objectives and strategies. The remuneration of the Directors is reviewed regularly to ensure the Directors are reasonably remunerated and reflects their role, responsibilities and efforts in discharging their fiduciary duties. The remuneration framework as approved by the shareholders at the 22 nd Annual General Meeting on 15 May 2019 are as follows: BIMB Holdings Berhad Retainer Fees (per annum) RM Chairperson’s Premium (per annum) RM Meeting fees (per meeting) RM Board Chairman 48,000 72,000 5,000 Member 48,000 n/a 3,000 BAEC Chairman 24,000 12,000 5,000 Member 24,000 n/a 3,000 BRC Chairman 24,000 12,000 5,000 Member 24,000 n/a 3,000 BNRC Chairman 12,000 12,000 5,000 Member 12,000 n/a 3,000 Corporate Governance Overview Statement (Pursuant to Paragraph 15.25 (1) of the MMLR of Bursa Securities)