Bank Islam Integrated Annual Report 2020

Board Balance and Composition ȶ ǉǹǹǉƺɽȈʤǉ 9Ɂƃɨǁ Ȉɰ ȈȴɥɁɨɽƃȶɽ ɽɁ ɽȃǉ long-term prospects and strategic objectives of the Bank. This is made possible through a strong, transparent and open working relationship between the Directors. The Board’s size ensures that the purpose, involvement and participation of the Directors are not jeopardised and that it achieves the correct balance to realise the Bank ’ s s t r ateg i c ob j ec t i ves . ǁǁȈɽȈɁȶƃȢȢʰӗ Ȉɽ ǉȶɰʍɨǉɰ ǁȈʤǉɨɰȈɽʰ ƃȶǁ inclusiveness in views and perspectives as well as facilitating sound decision- making and constructive deliberation during meetings. The balance on the Board ensures that no individual or small group of Directors are able to dominate the decision- making process and that the interests of the shareholder are protected. The Board saw changes to its composition during the financial year under review ʥȈɽȃ ɽʥɁ ӯѵӰ ȶǉʥ ƃɥɥɁȈȶɽȴǉȶɽɰ ɽɁ ɽȃǉ Board. The Board welcomed Tan Sri Dr. Ismail Hj. Bakar as Chairman of the Board ƃȶǁ ȶǁǉɥǉȶǁǉȶɽ ÇKA ƃȶǁ ÃƃɰȃȈɽƃȃ ƃȚȈ Ýɰȴƃȶ ƃɰ ȶǁǉɥǉȶǁǉȶɽ ÇKA Ɂȶ Ѵ ʍǼʍɰɽ ѵѳѵѳ ƃȶǁ Ѵ ÝƺɽɁƹǉɨ ѵѳѵѳӗ ɨǉɰɥǉƺɽȈʤǉȢʰӝ I n add i t i on t o t he new Boa r d ƃɥɥɁ Ȉȶɽȴǉȶɽ ɰ ӗ Aƃɽʍȟ ÇȈ ȟ ÃɁȃǁ Hasyudeen Yusoff was re-designated as ÇɁȶӸȶǁǉɥǉȶǁǉȶɽ ÇKA Ɂȶ Ѹ Ãƃʰ ѵѳѵѴӝ Following the above new appointments ƃȶǁ ɨǉӸǁǉɰȈǼȶƃɽȈɁȶ Ɂǹ Aƃɽʍȟ ÇȈȟ ÃɁȃǁ Hasyudeen Yusoff, the Board comprises ȶȈȶǉ ӯѼӰ ȴǉȴƹǉɨɰӗ ƃ ȴƃȚɁɨȈɽʰ Ɂǹ ʥȃɁȴ ƃɨǉ ȶǁǉɥǉȶǁǉȶɽ ÇKAɰ ƃɰ ǹɁȢȢɁʥɰӖ • ČȈʯ ӯѹӰ ȶǁǉɥǉȶǁǉȶɽ ÇKAɰ ȈȶƺȢʍǁȈȶǼ the Chairman; and • ěȃɨǉǉ ӯѶӰ ÇɁȶӸȶǁǉɥǉȶǁǉȶɽ ÇKAɰӝ ȢȢ 9Ɂƃɨǁ ȴǉȴƹǉɨɰ ƃɨǉ ɥǉɨɰɁȶɰ Ɂǹ ȃȈǼȃ integr it y and cal ibre with diverse profes s ional backgrounds , sound knowledge and understanding of the Bank’s business and provide a diversity of breadth in demographics, skills and experience. ČȈʯ ӯѹӰ Ɂǹ ɽȃǉ ÇKAɰ ӗ ȈȶƺȢʍǁȈȶǼ ɽȃǉ Chairman, are independent, in line with ɽȃǉ ɨǉɧʍȈɨǉȴǉȶɽɰ Ɂǹ ɽȃǉ 9ÇÃ :{ ĀɁȢȈƺʰӝ ěȃǉ ȶǁǉɥǉȶǁǉȶɽ ÇKAČ ɥȢƃʰ ƃ ɰȈǼȶȈǹȈƺƃȶɽ role in bringing objectivity and scrutiny to the Board’s deliberations and decision- ȴƃȟȈȶǼӝ ȢȢ AȈɨǉƺɽɁɨɰ ȴʍɰɽ ǉʯǉɨƺȈɰǉ ɽȃǉȈɨ judgement independently at all times, irrespective of status. The profile of each member of the Board Ȉɰ ɥɨǉɰǉȶɽǉǁ Ɂȶ ɥƃǼǉɰ ѴѳѶ ɽɁ ѴѴѴ Ɂǹ ɽȃȈɰ ȶɽǉǼɨƃɽǉǁ ȶȶʍƃȢ ĄǉɥɁɨɽӝ Board Committees ɰ ɥƃɨɽ Ɂǹ Ȉɽɰ ǉǹ ǹɁɨɽɰ ɽɁ ǉȶɰʍɨǉ ɽȃǉ effective discharge of its duties, the Board has delegated certain functions to Board Committees with their own ěǉɨȴɰ Ɂǹ Ąǉǹǉɨǉȶƺǉ ӯěÝĄӰӝ ěȃǉ ǁǉȢǉǼƃɽȈɁȶ of power does not absolve the Directors from the duty to supervise the discharge of the delegated acts. The Directors are aware that they cannot leave the management of the Bank’s affairs to these Committees without committing a breach of duty and that they remain responsible for the exercise of such powers. ěȃǉ ǹʍȶƺɽȈɁȶɰ ƃȶǁ ěÝĄɰ Ɂǹ 9Ɂƃɨǁ Commi t tees as wel l as author i t y delegated by the Board to these Committees are reviewed from time to time to ensure that they remain relevant and are up-to-date. ěȃǉ ɰȈʯ ӯѹӰ 9Ɂƃɨǁ :ɁȴȴȈɽɽǉǉɰ ƃɨǉ ƃɰ follows: ěȃǉ ƃƺɽȈʤȈɽȈǉɰ Ɂǹ ɽȃǉ 9 K:ӗ 9Ą:ӗ 9ÇĄ:ӗ 9yĄ:ӗ 9ČĄ: ƃȶǁ 9ě: ǁʍɨȈȶǼ ɽȃǉ ǹȈȶƃȶƺȈƃȢ year under review are set out under ČK:ěÝÇ 9 Ӗ 9Ý ĄA :ÝÃÃěěKKČ Ɂȶ ɥƃǼǉɰ ѴѸѶ ɽɁ ѴѸѻ Ɂǹ ɽȃȈɰ ȶɽǉǼɨƃɽǉǁ ȶȶʍƃȢ ĄǉɥɁɨɽӝ 9Ɂƃɨǁ ʍǁȈɽ ծ Examination Committee 9Ɂƃɨǁ ĄȈɰȟ Committee 9Ɂƃɨǁ ÇɁȴȈȶƃɽȈɁȶ ƃȶǁ ĄǉȴʍȶǉɨƃɽȈɁȶ Committee Board Financing ĄǉʤȈǉʥ :ɁȴȴȈɽɽǉǉ Board Strategic ĄǉʤȈǉʥ :ɁȴȴȈɽɽǉǉ and Board Information Technology Committee BAEC BNRC BSRC BRC BFRC BITC 132 Accountabi l i t y Leader ship Financ ial Statement s CORPORATE GOVERNANCE OVERVIEW STATEMENT