SEPARATE ROLES OF CHAIRMAN AND GCEO The roles of the Board Chairman and GCEO are exercised by separate individuals to ensure optimal balance, resulting in increased accountability, transparency and enhanced decision-making. The Board is helmed by Tan Sri Dr Ismail Haji Bakar who is an Independent NED and plays a key role in ensuring the Board operates effectively and fully discharges its legal and regulatory obligations. As the Board Chairman, he also leads the Board in the oversight of Management and adopting the right culture, values and behaviours, throughout the entire organisation. The Board Chairman is not a member of any Board Committee. DELEGATION BY THE BOARD TO THE GCEO The Board delegates responsibility for the overall business and day-to-day management of the Bank to the GCEO, Dato Mohd Muazzam Mohamed. The GCEO is responsible for the development and implementation of the Bank’s strategy and overall day-to-day running of the Bank’s business. Consistent with Bank Islam’s primary objective to enhance long-term shareholder value, this includes providing direction on all aspects of operational matters, such as financial, risk management and compliance. The Board delegates to the GCEO together with the management of the Bank, the authority for managing Bank Islam’s business to achieve its corporate targets and plans. The Board maintains a high level of accountability by holding the GCEO responsible for discharging his delegated duties. DELEGATION BY THE BOARD TO BOARD COMMITTEES The Board has delegated authority to six (6) Board Committees to enable them to oversee certain specific responsibilities based on the TOR of the Committees. The TOR of each Board Committee set out the responsibilities of the Board Committee, conduct of meetings and Board Committee membership. All our Board Committees comprise only NEDs. The approval of the Board is required for any change to the TOR and to the composition of the Board Committees. As depicted in the Governance Structure, the Board is supported in its duties by the following Board Committees: BAEC Board Audit and Examination Committee BRC Board Risk Committee BNRC Board Nomination and Remuneration Committee BFRC Board Financing Review Committee BSSC Board Strategic and Sustainability Committee BITC Board Information Technology Committee Review and amendments to the TOR are made at least once every two (2) years or when necessary to ensure they are updated with the latest practices, processes and/or procedures prescribed or recommended by the regulators and in line with market standard. The minutes of the Board Committee meetings recording key deliberations and decisions taken during these meetings are circulated to all Board members for their information. During every Board meeting, the Chair of each Board Committee provides an update on significant matters discussed at the respective Board Committee meetings. Board Committees The key roles and focus areas of the Board Committees during FY2024 were as follows: a) Board Audit and Examination Committee (BAEC) No. of meetings 8 Attendance 95.83% BAEC Key Roles: • Assists the Board in ensuring a reliable and transparent financial reporting process and internal control system within the Group. It ensures financial statements comply with reporting standards and reviews quarterly and year-end financial results to address major policy changes, significant events, and legal compliance. 217 www . b a n k i s l am. c om 01 02 03 04 05 06 07 ACCOUNTABILITY 08 09
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