and BNM’s Policy Document on Fit and Proper Policy. The BNRC also identifies potential candidates for nomination as Directors from various sources, such as referrals from existing Directors and the Directors Register maintained by the Financial Institutions Directors’ Education (FIDE) Forum and other leadership development and consulting organisations. BIMB also has established a talent pool for potential candidates. Following the selection by the Board, an application for the proposed appointment as a Director is submitted to BNM for approval. The term of appointment of the Director will be as specified by BNM. SUCCESSION PLANNING The Board believes that effective succession planning mitigates the risks associated with departure or absence of well-qualified and experienced personnel. It also aims to ensure that the Board and Senior Management are consistently well-resourced with the right people in terms of skills and experience, to ensure the successful execution and delivery of the Group’s strategy. Through the BNRC, the Board has oversight of the succession planning of the Board, Board Committees and Senior Management. Bank Islam has established a talent pool consisting of candidates to be considered for appointment as Independent NEDs. The BNRC also procures referrals from various sources for its review and consideration. The talent pool is reviewed regularly to ensure that the Board will have a steady pool of talent for selection whenever there is a need to appoint new Directors. The Board has in place a Board Succession Planning Framework, to ensure the identification and selection of new NEDs in the event of an opening by reason of anticipated retirement or unanticipated departure, the expansion of the Board size or otherwise. The Group’s policy on Directors’ tenure and the annual Board Effectiveness Evaluation facilitates succession planning by providing the Board with the opportunity to consider and reassess its membership periodically. This is to ensure continuity in meeting its long-term goals and objectives and also to ensure that the knowledge, experience and skills set of its Board members are well-suited to meet in particular the objectives of Bank Islam and in general, demands of an evolving financial industry. The changes to the Board composition during the year were as follows: • Datuk Syed Hamadah Syed Othman was appointed as the nominee director to LTH on 1 January 2024 after Dato’ Sri Amrin Awaluddin resigned as the Chief Executive Officer of LTH. • Following the retirement of Mohd Asri Awang as an Independent Non-Executive Director on 30 September 2024, Datuk Hamzah Bachee was appointed to the Board on 2 January 2025. His appointment was crucial to ensure the Board is equipped with the appropriate number of Directors with banking background. Fitness and Propriety Assessment All Directors must possess the essential qualities, expertise and experience required to effectively perform their duties and fulfil the responsibilities associated with their role. To assist the BNRC in assessing the fitness and propriety of Directors, the Board has established the Fit and Proper criteria in the Board Charter based on the minimum assessment factors set out by BNM as well as through the annual Board Effectiveness Evaluation exercise. The minimum fit and proper criteria are as follows: a) Probity, personal integrity and reputation b) Competency and capability c) Financial integrity Values that can be demonstrated through personal qualities such as honesty, integrity, diligence, independence of mind and fairness. Possess the relevant knowledge, experience and ability to understand the technical requirements of the business, the inherent risks and the management process required to perform their role as a Director effectively. Ability to manage own financial affairs properly and prudently. Bank Islam Malaysia Berhad ◆ Integrated Annual Report 2024 222 Corporate Governance Overview Statement
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