whether collectively as a Board or in their individual capacities, seek independent professional advice on specific matters at the Group’s expense. Directors are required to attend no less than 75% of the total Board meetings in any applicable financial year and must not appoint another person to attend/participate in a Board meeting on their behalf. In addition, to ensure the Directors will remain committed and be able to provide sufficient focus on their responsibilities, their involvement in other External Professional Commitments (EPCs) are limited to not more than ten (10). EPCs are defined as holding directorship or any position (executive or nonexecutive) in organisations other than Bank Islam. The above limit is subject to the maximum number of directorships in listed companies must not be more than five (5). Directors must immediately declare if they have any interest in any transaction or any possible or potential conflict on matters put forth for deliberation and approval at a Board meeting that are to be entered directly or indirectly with the Company. They must disclose the extent and nature of their interest at the Board meeting or as soon as practicable after they become aware of the conflict of interest. They must abstain from deliberation, participating and voting on the matter to allow unbiased and free discussion and decisionmaking. On top of the above, the Board had undertaken a comprehensive gap assessment which was conducted during FYE2023 to evaluate Bank Islam’s compliance with the new regulatory update from MMLR of Bursa Securities on the disclosure of Conflict of Interest (COI). Refinements were made to the Board Charter and Board Audit and Examination Committee (BAEC) TOR to ensure the COI requirements are clearly stipulated and aligned with the BNM CG Policy and MMLR requirements. Qualified and Competent Company Secretary The Board is assisted by a qualified and competent company secretary who plays a pivotal role in advising the Board in relation to the Bank’s Constitution, policies, procedures and compliance with relevant regulatory requirements, codes, guidance and legislations. Under the direction of the Chairman, the Company Secretary is accountable for all matters with regard to the proper functioning of the Board as well as facilitating effective information flows within the Board and Board Committees and between the Management and Non-Executive Directors. Directors have independent and unrestricted access to the Company Secretary for the conduct of the Board’s affairs. The Company Secretary attends all Board meetings and generally assists Directors in the discharge of their duties. The Company Secretary constantly keeps herself abreast of the evolving capital, market environment, regulatory changes and developments in corporate governance. The Board is satisfied with the performance and support rendered by the Company Secretary in discharging its functions. The appointment and removal of the Company Secretary require the approval of the Board. Maria Mat Said is currently the Company Secretary and has been with the Group since 1 August 2005. The roles of the Company Secretary are specified in the Board Charter. The list of trainings attended by the Company Secretary during FY2024 is set out in the Corporate Governance Report 2024. Board Training and Development The Board acknowledges the importance of continuing education for Directors to ensure that they are well-equipped with the requisite skills and knowledge to discharge their duties effectively and meet the challenges facing the Board. The Board has in place a Development Plan for Directors which outlines the induction programmes, mandatory trainings, technical and leadership programmes and development areas designed to further enhance Directors’ business acumen and professionalism which will enable them to be more effective in discharging their duties to the Group. The Board continuously monitors the frequency and quality of training sessions attended by its members. In the financial year under review, our Board members attended various training programmes and workshops on issues relevant to the Group among others, ESG/Sustainability, accounting and audit, capital market and financial industry, governance and risk management. Detailed information on the training programmes attended by individual Directors is provided in the Corporate Governance Report 2024. Bank Islam Malaysia Berhad ◆ Integrated Annual Report 2024 224 Corporate Governance Overview Statement
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