BIMB Integrated Annual Report 2019

Practice 4.5 The BNRC oversees the overall composition of the Boards and Board Committees in terms of appropriate size, skills, gender diversity and the balance between Executive Directors, Non-Executive Directors and Independent Directors through annual reviews. The Board is mindful of appointing Directors who have diverse skills, experience, age and gender, and remains committed to achieving at least 30% female representation on the Board whilst ensuring that overall diversity remains a central feature. During the financial year, Puan Noraini Che Dan is the sole woman director out of five (5) members of the Board representing 20%. Practice 6.1 The remuneration package for the senior management is structured to link rewards to corporate and individual performance. It comprises salary, allowances, bonuses and other customary benefits as accorded by comparable companies. A portion of the Senior Management’s compensation package has been made variable and is determined by performance during the year against individual KPIs in a scorecard aligned with the corporate objectives as approved by the Board. The Board intends to publish the Directors and Senior Managements’ Remuneration Framework onto BHB’s website in year 2020. Practice 7.2 The Board decided not to disclose on a named basis, the top five (5) Senior Management’s remuneration components including salary, bonus, benefit in-kind and other emoluments in bands of RM50,000. The Board viewed that such disclosure would be disadvantageous to the Group’s business interests, in which the disclosure of that sensitive information may resulted to excessive competition for talent in the banking industry. The Company will closely monitor developments in the market in respect of such disclosure for future consideration. Practice 12.1 The Company had always issued the Notice of the AGM more than 21 days prior to the date of the AGM and for the 21 st AGM in 2018, the Notice was issued 28 days prior to the AGM. However, due to unforeseen circumstances, the notice of the 22 nd AGM was issued 26 days prior to the AGM. The Company is taking the necessary steps to ensure the Notice of the AGM is issued 28 days prior to the date of the AGM. Practice 12.3 BHB has yet to facilitate voting in absentia and remote shareholders’ participation at general meetings. As an alternative, shareholders who are unable to attend general meetings are entitled to appoint any person(s) as proxy or the Chairman of the meeting to vote on their behalf at the general meeting. BHB will explore and consider the recommendations in the MCCG on the use of technology and remote voting for Shareholders’ participation and voting in absentia at the 23 rd Annual General Meeting. This Corporate Governance Overview Statement was approved by the Board of Directors of BIMB Holdings Berhad on 30 April 2020. Further information in the application of the practices captured in the Principles of MCCG during the financial year, please refer to the Corporate Governance Report 2019 which can be found in the Company’s website www.bimbholdings.com. 150 Integrated Annual Report 2019 Group Overview Sustaining The Group Management Discussion & Analysis Group Governance Corporate Governance Overview Statement (Pursuant to Paragraph 15.25 (1) of the MMLR of Bursa Securities)