BIMB Integrated Annual Report 2019

BOARD AUDIT & EXAMINATION COMMITTEE (“BAEC”) REPORT No Name Status No of Meetings Attended 1. Noraini Che Dan Chairman Senior Independent Non-Executive Director 8/8 2. Mohd Tarmidzi Ahmad Nordin Member Independent Non-Executive Director 8/8 3. Zahari @ Mohd Zin Idris Appointed as member w.e.f. 3 February 2020 Non-Independent Non-Executive Director - 4. Tan Sri Ismail Adam Retired as member w.e.f. 3 January 2020 Senior Independent Non-Executive Director 7/8 5. Datuk Nik Mohd Hasyudeen Yusoff Ceased as member w.e.f. 1 September 2019 Independent Non-Executive Director (until 31 August 2019) Non-Independent Executive Director (w.e.f. 1 September 2019) 5/5 The BAEC detailed roles and responsibilities are set out in its Terms of Reference, which is available on the Company’s website at www.bimbholdings.com. EFFECTIVE AUDIT AND RISK MANAGEMENT The Board Audit & Examination Committee (“ BAEC ”) was established on 21 July 1998 by the Board of Directors to ensure high corporate governance practices and to provide oversight on the Group’s financial reporting and internal control. The BAEC is guided by its Terms of Reference which was last reviewed on 5 December 2018. During the financial year ended 31 December 2019, Datuk Nik Mohd Hasyudeen Yusoff was re-designated from Independent Non-Executive Director to Non- Independent Executive Director w.e.f. 1 September 2019 and accordingly ceased to be member of the BAEC. In addition, in early 2020, Tan Sri Ismail Adam who retired as Director of BHB on 3 January 2020, had also ceased to be a member of the BAEC. Encik Zahari @ Mohd Zin Idris, who join the Board of BHB on 3 February 2020, was appointed to be the member of BAEC on the same day. As at 31 December 2019, the BAEC comprises three (3) Independent Directors, all of whom are Non-Executive Directors. The Chairman of the BAEC namely Puan Noraini Che Dan, is not the Chairman of the Board of Directors. Puan Noraini also a member of the MIA as well as the MICPA, in line with the requirement under Paragraph 15.09 (1) (c) of the MMLR. The composition of the BAEC is in line with Paragraph 15.09 (1) (a) and (b) of the MMLR and Paragraph 12.3 of the CG Policy. The Chief Executive Officer, Group Chief Financial Officer and Group Company Secretary, who is also the Secretary to the BAEC attend BAEC meetings. The Chief Internal Audit, the External Auditor and other Officers from the key operating subsidiaries were invited to the meetings to deliberate on matters within their purview. Action items were issued by the Group Company Secretary on decisions made and action required. These were circulated to the Management and the respective stakeholders seven (7) days after the meeting. After the meeting, the BAEC Chairman updates the Board on the matters deliberated. Matters reserved for the Board’s approval are tabled at the Board of Directors’ meetings. 141 BIMB HOLDINGS BERHAD 199701008362 (423858-X) Shareholders’ Information Financial Statements Additional Information Disclosure Summary MEMBERSHIP AND MEETINGS During the financial year under review, eight (8) BAEC meeting were held. This satisfies the BAEC Terms of Reference, which requires the BAEC to meet at least four (4) times a year. Details of the BAEC members and their attendance records at the BAEC meetings are as follows: