Additionally, all Directors are required to complete a fitness and propriety declaration annually. The declaration signed by the Directors are verified against independent sources. For FY2024, the Board was satisfied that each of the Directors has met the required standard of fitness and propriety. BOARD INDEPENDENCE On top of the fitness and proper criteria, an independence assessment is also carried out on annual basis on all Independent Non-Executive Directors and benchmarked against best practices and regulatory provisions. The BNRC evaluates the independence of Independent NonExecutive Directors based on the criteria outlined in BNM’s Policy Document on Corporate Governance, the MMLR of Bursa Securities, and the MCCG. This assessment is further supported by the Board Effectiveness Evaluation which assesses each Director’s capacity to consistently exercise independent judgement and contribute to the Board’s overall effectiveness. As at to date of this Statement all Independent NEDs satisfy the following criteria: ✓ independent from Management and free from any business or other relationship which could interfere with independent judgement or the ability to act in the best interest of Bank Islam; ✓ not involved in the day-to-day operations of Bank Islam; ✓ declare their interests in any possible conflict of interest in any matter tabled prior to the commencement of Board meetings. In a situation where there is a conflict of interest, Directors are required to recuse themselves and abstain from deliberation and decision-making; ✓ tenure of not more than nine (9) years; ✓ not involved in any significant business or contractual relationship with a value of above RM10 million. The time commitments of NEDs are also considered by the BNRC at appointment level and reviewed regularly within the period under review as and when there are changes to the NEDs’ external professional commitments. The Board reviews on half yearly basis the declarations made by Directors on the number and nature of their external directorships that they hold as well as their assurance on time commitment in carrying out their responsibilities to Bank Islam. As of the date of this Statement, none of the Directors hold more than five (5) directorships in any other listed companies in line with Paragraph 15.06 of the MMLR of Bursa Securities. As part of the enhancement made on the assessment of director’s fit, propriety and independence, the Company Secretary will conduct independent checks on a half yearly basis. This process aims to ensure that all relevant information is disclosed promptly and accurately. Board Meetings, Attendance and Access to Information The Board meets at least six (6) times a year with additional meetings convened as and when necessary. The annual calendar for Board and Board Committee meetings is planned and agreed with the Directors prior to the commencement of each new financial year. A tentative agenda for the meetings is prepared to allow the Management to plan ahead and mitigate from having to hold unscheduled meetings. The Chairman of the SSC attends the Board meetings and two (2) other representatives of the SSC attend the BRC meetings as permanent invitees to facilitate and assist the Board and BRC when deliberating issues relating to Shariah. The respective Chairman of the Board Committees also update the Board on the proceedings of their committee meetings at the Board meeting. The Board members are supplied with the relevant information on a timely basis to enable them to effectively discharge their duties and responsibilities. The Board agenda and papers are circulated to the Board at least five (5) working days prior to the date of the meeting to facilitate the Directors to peruse the Board papers and the issues to be deliberated at the Board meeting. Board papers are accessed by the Directors through a collaborative software platform that enables them to review and read the Board papers electronically and discuss with each other and the Company Secretary. All Directors have unrestricted access to any information pertaining to the Group’s businesses and affairs in a timely manner that is necessary for them to discharge their duties effectively. In furtherance of their duties, the Directors may, 223 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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