Bank Islam Integrated Annual Report 2020

Separation of Powers between the Board and Management The CEO i s as s i s ted by var i ous management executive committees whi ch include the Management :ɁȴȴȈɽɽǉǉӗ ÃƃȶƃǼǉȴǉȶɽ ĄȈɰȟ :ɁȶɽɨɁȢ :ɁȴȴȈ ɽ ɽǉǉ ƃȶǁ ɰ ɰǉɽ ծ ¸ȈƃƹȈ Ȣ Ȉ ɽ ʰ Management Committee in managing the business of the Bank on a day-to- day basis. The management executive committees ensure that effective systems, controls and resources are in place to execute business strategies and decisions taken by the Board and/or the CEO. Board Independence The Board acknowledges the important ƺɁȶɽɨȈƹʍɽȈɁȶɰ ɽȃƃɽ ȶǁǉɥǉȶǁǉȶɽ ÇKAɰ ȴƃȟǉ ɽɁ ǼɁɁǁ ƺɁɨɥɁɨƃɽǉ ǼɁʤǉɨȶƃȶƺǉӝ ȢȢ Directors, regardless of their independent status, are required to act in the best interests of the Bank and to exercise unfettered and independent judgement. ěɁ ǁƃɽǉӗ ƃȢȢ ɰȈʯ ӯѹӰ ȶǁǉɥǉȶǁǉȶɽ ÇKAɰ satisfy the following criterias: (a) ability to act independently in character and judgement and free from any association or circumstances that may interfere with or impair his/her independent judgement or the ability to act in the best interests of the Bank; ӯƹӰ ɽǉȶʍɨǉ Ɂǹ ȶɁɽ ȴɁɨǉ ɽȃƃȶ ȶȈȶǉ ӯѼӰ years; and (c) not involved in any signif icant business or contractual relationship ʥȈɽȃ ƃ ʤƃȢʍǉ Ɂǹ ƃƹɁʤǉ ĄÃѴӝѳ ȴȈȢȢȈɁȶӝ The assessment of the independence Ɂǹ ÇKAɰ ƃɨǉ ʍȶǁǉɨɽƃȟǉȶ Ȉȶ ɽȃǉ ǹɁȢȢɁʥȈȶǼ circumstances: • ĀɨȈɁɨ ɽɁ ɽȃǉ ƃɥɥɁȈȶɽȴǉȶɽ Ɂǹ ÇKAɰ The independence of each candidate i s rev iewed and determined by the Board based Ɂȶ ɨǉƺɁȴȴǉȶǁƃɽȈɁȶ Ɂǹ ɽȃǉ 9ÇĄ:ӝ • ȶȶʍƃȢ ɨǉʤȈǉʥ Kʤǉɨʰ ȶǁǉɥǉȶǁǉȶɽ ÇKA ȃƃɰ ɽɁ provide an annual declaration to conf i rm the status of thei r independence. • ÇɁɽȈƺǉ Ɂǹ ƺȃƃȶǼǉ Ȉȶ ƺȈɨƺʍȴɰɽƃȶƺǉɰ Kʤǉɨʰ ȶǁǉɥǉȶǁǉȶɽ ÇKA ȃƃɰ ƃȶ ɁƹȢȈǼƃɽȈɁȶ ɽɁ ȶɁɽȈǹʰ ɽȃǉ 9ÇĄ: Ɂǹ any change in circumstances that may affect his/her independence status . Once the notif ication is given, the Board reviews ƃȶǁ ǁǉɽǉɨȴȈȶǉɰ ɽȃǉ ÇKAԇ ɰ independence status based on ɽȃǉ ɨǉƺɁȴȴǉȶǁƃɽȈɁȶ Ɂǹ ɽȃǉ 9ÇĄ:ӝ In line with the recommendation of the Ã::{ ѵѳѴѺӗ ɽȃǉ 9ƃȶȟ ȃƃɰ ƃǁɁɥɽǉǁ ƃ tenure policy whereby an Independent ÇKAԇɰ ɽɁɽƃȢ ɽǉȶʍɨǉ Ɂȶ ɽȃǉ 9Ɂƃɨǁ Ȉɰ ƺƃɥɥǉǁ ƃɽ ȶȈȶǉ ӯѼӰ ʰǉƃɨɰӝ ěȃǉ 9Ɂƃɨǁ ȴƃʰ decide to retain a member as an ȶǁǉɥǉȶǁǉȶɽ ÇKA ƹǉʰɁȶǁ ɽȃǉ ȶȈȶǉ ӯѼӰ years, subject to the approval of the ɰȃƃɨǉȃɁȢǁǉɨ ƃȶǁ 9ÇÃӝ Appointment of new Directors In considering new appointments to the 9Ɂƃɨǁӗ ɽȃǉ 9Ɂƃɨǁ ɽȃɨɁʍǼȃ ɽȃǉ 9ÇĄ:ӗ takes into account corporate leadership skills, experience and expertise required to advance the strategic direction of the 9ƃȶȟӝ ěȃǉ 9ÇĄ: ǉȶɰʍɨǉɰ ɽȃƃɽ ɽȃǉ 9Ɂƃɨǁ has the right balance of skills, experience, independence and business knowledge necessary to discharge its responsibilities in keeping with the highest standards o f gove r nance wh i l e pr ov i d i ng meaningful contributions to the business of the Bank. The Bank maintains a formal and t r an spa r ent p r o cedu r e f o r t he appointment of new Directors. The ɰǉƃɨƺȃ ǹɁɨ ɥɁɽǉȶɽȈƃȢ ÇKAɰ ȴƃʰ ƃȢɰɁ ƹǉ made through engagement of a profes s ional recrui tment f i rm or recommendations from existing Board members in identifying suitable qualified candidates to fill the vacant positions. In its selection of suitable candidates, ɽȃǉ 9ÇĄ: ǁǉɽǉɨȴȈȶǉɰ ʥȃǉɽȃǉɨ ɽȃǉ candidates satisfy the requisite skills and core competencies in accordance with ɽȃǉ 9ƃȶȟԇɰ ĀɁȢȈƺʰ Ɂȶ yȈɽ ƃȶǁ ĀɨɁɥǉɨ :ɨȈɽǉɨȈƃ ǹɁɨ ¶ǉʰ ĄǉɰɥɁȶɰȈƹȢǉ ĀǉɨɰɁȶɰӗ 9ÇÃ :{ ĀɁȢȈƺʰӗ Ã::{ ѵѳѴѺ ƃȶǁ 9ÇÃԇɰ ĀɁȢȈƺʰ AɁƺʍȴǉȶɽ Ɂȶ yȈɽ ƃȶǁ ĀɨɁɥǉɨ Criteria. Once a potential candidate has been shortlisted for recommendation, the Company Secretary will conduct comprehensive background checks, including checks on f inancial and character integrity. Ȣ Ȣ ɥɁɽǉȶɽ ȈƃȢ ƺƃȶǁȈǁƃɽǉɰ ƃɨǉ ǹ Ȉ ɨ ɰɽ ƺɁȶɰȈǁǉɨǉǁ ƹʰ ɽȃǉ 9ÇĄ:ӗ ɽƃȟȈȶǼ ȈȶɽɁ account the mix of skills, competencies, experience, integrity, personal attributes and time commitment required to effectively discharge his or her role as ƃ ǁȈɨǉƺɽɁɨӝ ȶ ǹƃƺɽӗ ɽȃǉ 9ÇĄ: ʥȈȢȢ ȃƃʤǉ an interview session with the candidate to gauge the suitability of the candidate before making a recommendation to the Board. Following selection by the Board, an application for the proposed appointment as a Director is submitted ɽɁ 9ÇÃ ǹɁɨ ƃɥɥɨɁʤƃȢ ƃȶǁ ɽȃǉ ɽǉɨȴ Ɂǹ appointment shall be as specified by 9ÇÃӝ BANK ISLAM MALAYS IA BERHAD INTEGRATED ANNUAL REPORT 2020 135