Bank Islam Integrated Annual Report 2020

Directors’ Re-appointment and Re-election The proposed re-appointment of a Director, upon expiry of his/her current term of appointment as approved by 9Çà Ȉɰ ƃȢɰɁ ɰʍƹȚljƺɽ ɽɁ ɽȃlj ƃɥɥɨɁʤƃȢ Ɂǹ 9ÇÃӝ ěȃlj 9ÇĄ: Ȉɰ ɨljɰɥɁȶɰȈƹȢlj ǹɁɨ ƃɰɰljɰɰȈȶǼ the performance of Directors whose current term of appointment as approved ƹʰ 9Çà Ȉɰ ǁʍlj ɽɁ ljʯɥȈɨlj ƃȶǁ ǹɁɨ forwarding its recommendation to the Board for decision to submit the ƃɥɥȢȈƺƃɽȈɁȶ ɽɁ 9Çà Ɂȶ ɽȃlj ɥɨɁɥɁɰljǁ re-appointment of the respective Directors. In assessing the candidates’ eligibility ǹɁɨ ɨljӸƃɥɥɁȈȶɽȴljȶɽӗ ɽȃlj 9ÇĄ: ƺɁȶɰȈǁljɨɰ their competencies , commitment , contribution and performance based on the Board Effectiveness Evaluation (BEE) and their ability to act in the best interest of the Bank. Following the Board’s approval, a submission is made ɽɁ 9Çà ǹɁɨ ƃɥɥɨɁʤƃȢ ɽȃɨljlj ӯѶӰ ȴɁȶɽȃɰ prior to the expiry of the Director’s tenure. Žȶ ѵѳѵѳӗ 9Çà ƃɥɥɨɁʤljǁ ɽȃlj ɨljӸ ƃɥɥɁȈȶɽȴljȶɽ Ɂǹ ˃Ȉ˃ƃȶ ȃȴƃǁ ƃɰ Žȶǁljɥljȶǁljȶɽ ÇKA Ɂǹ 9ƃȶȟ ŽɰȢƃȴ ǹɁɨ ƃ ɥljɨȈɁǁ Ɂǹ ɽȃɨljlj ӯѶӰ ʰljƃɨɰ ʍɥɁȶ ɽȃlj ljʯɥȈɨʰ Ɂǹ ȃȈɰ ɽljȶʍɨlj Ɂȶ Ѵ °ƃȶʍƃɨʰ ѵѳѵѴӝ Žȶ ƃƺƺɁɨǁƃȶƺlj ʥȈɽȃ ɨɽȈƺȢlj ѴѴѷ Ɂǹ ɽȃlj Bank’s Constitution, one-third of the Directors for the time being shall retire ƹʰ ɨɁɽƃɽȈɁȶ ƃɽ ƃȶ ȶȶʍƃȢ {ljȶljɨƃȢ ÃljljɽȈȶǼ ӯ {ÃӰ Ɂǹ ɽȃlj 9ƃȶȟ ɥɨɁʤȈǁljǁ ƃȢʥƃʰɰ ɽȃƃɽ all Directors, shall retire from office at Ȣljƃɰɽ Ɂȶƺlj Ȉȶ ljʤljɨʰ ɽȃɨljlj ӯѶӰ ʰljƃɨɰ ƹʍɽ shall be eligible for re-election at the {Ãӝ AȈɨljƺɽɁɨ ɨljɽȈɨȈȶǼ ƃɽ ɽȃlj {à shall retain office until the close of the meeting whether adjourned or not. ƺƺɁɨǁȈȶǼ ɽɁ ɨɽȈƺȢlj Ѵѵѵ Ɂǹ ɽȃlj 9ƃȶȟԇɰ :ɁȶɰɽȈɽʍɽȈɁȶ ƃȶǁ ɽȃlj :ɁȴɥƃȶȈljɰ ƺɽ ѵѳѴѹӗ AȈɨljƺɽɁɨɰ ƃɥɥɁȈȶɽljǁ ɽɁ ǹȈȢȢ ƃ ƺƃɰʍƃȢ vacancy or as an addition to the Board of Directors shall hold office only until ɽȃlj ƺɁȶƺȢʍɰȈɁȶ Ɂǹ ɽȃlj ȶljʯɽ {à ƃȶǁ shall be eligible for re-election. yɁɨ ɽȃlj ǹɁɨɽȃƺɁȴȈȶǼ {Ãӗ ɽȃlj 9Ɂƃɨǁ has endorsed for Dato’ Sri Khazali ȃȴƃǁ ƃȶǁ ˃Ȉ˃ƃȶ ȃȴƃǁ ɽɁ ƹlj considered for re-election pursuant to ɨɽȈƺȢlj ѴѴѷ Ɂǹ ɽȃlj 9ƃȶȟԇɰ :ɁȶɰɽȈɽʍɽȈɁȶӝ Meanwhile, Tan Sri Dr. Ismail Hj. Bakar and Mashitah Haj i Osman will be considered for re-election pursuant to ɨɽȈƺȢlj Ѵѵѵ Ɂǹ ɽȃlj 9ƃȶȟԇɰ :ɁȶɰɽȈɽʍɽȈɁȶӝ Board Meetings and Attendance The Board schedules its meetings at Ȣljƃɰɽ ɰȈʯ ӯѹӰ ɽȈȴljɰ Ȉȶ ƃ ʰljƃɨӝ ǁǁȈɽȈɁȶƃȢ meetings are held to discuss specific issues that require deliberation in between the scheduled meetings. The Board may also consider and approve ȴƃɽɽljɨɰ ʤȈƃ ʥɨȈɽɽljȶ ɨljɰɁȢʍɽȈɁȶɰӝ ȢȢ Directors’ written resolutions passed by the Board are tabled at the next Board meeting for notation. The meetings of the Board and its :ɁȴȴȈɽɽljljɰ ǹɁɨ ɽȃlj ǹȈȶƃȶƺȈƃȢ ʰljƃɨ ѵѳѵѳ ʥljɨlj ɥɨljӸɰƺȃljǁʍȢljǁ ƃɽ ɽȃlj ljȶǁ Ɂǹ ѵѳѴѼ to facilitate the Directors in planning ahead and ensure full attendance at Board meetings. The Board ensures that key transactions or critical decisions are deliberated and decided on by the Board in a meeting. The Board also ensures that decisions, including any dissenting views are made known and properly minuted. The Board practices active and open discussions at Board meetings so as to ensure that opportunities are given to all Directors to participate and contribute to the ǁljƺȈ ɰ ȈɁȶӸȴƃȟȈȶǼ ɥɨɁƺljɰ ɰ ӝ ĄɁƹʍɰ ɽ deliberations at Board and Board Commit tee meetings ensure that constructive and healthy dialogues are satisfactorily achieved. ěȃlj :ÝřŽAӸѴѼ ƺɨȈɰȈɰ Ȉȶ ѵѳѵѳ ɰȈǼȶȈǹȈƺƃȶɽȢʰ changed the manner in which the Board and Management undertook their daily affairs. More activities were conducted online, including Board and Board :ɁȴȴȈɽɽljlj ȴljljɽȈȶǼɰӝ ɽɁɽƃȢ Ɂǹ ѴѶ Board meetings were held during the ʰljƃɨӗ Ɂǹ ʥȃȈƺȃ ȶȈȶlj ӯѼӰ 9Ɂƃɨǁ ȴljljɽȈȶǼɰ were held virtually via teleconference. ɰȈǁlj ǹɨɁȴ 9Ɂƃɨǁ ȴljljɽȈȶǼɰӗ ʍɨǼljȶɽ ȴƃɽɽljɨɰ ʥljɨlj ƃȢɰɁ ǁljƺȈǁljǁ ʤȈƃ ѴѶ Directors’ written circular resolutions. ȢɽȃɁʍǼȃ ɽȃlj ȴȈȶȈȴʍȴ ɧʍɁɨʍȴ ǹɁɨ 9Ɂƃɨǁ ȴljljɽȈȶǼ Ȉɰ ǹȈʤlj ӯѸӰӗ 9Ɂƃɨǁ ȴljljɽȈȶǼɰ were mostly attended by all Directors. ȢȢ ɥɨɁƺljljǁȈȶǼɰ Ɂǹ 9Ɂƃɨǁ ȴljljɽȈȶǼɰ ƃɨlj duly recorded in the minutes of meeting and the signed minutes of each Board meeting are properly kept by the Company Secretary. The minutes of each Board meeting are circulated in a timely manner to all Directors for their perusal prior to the minutes being tabled for confirmation at the next Board meeting. In ensuring the transparency and integrity of decision-making, Directors are required to immediately declare if they have any interest in transactions that are to be entered into directly or indirectly with the Bank. They must disclose the extent and nature of their interest at a Board meeting or as soon as practicable after they become aware of the conflict of interest. They must abstain f rom par ticipating in the deliberation and Board decision on the matter as he/she is an interested party. Directors are also required to declare their interest annually in line with the requirements on the disclosure of AȈɨljƺɽɁɨԇɰ Ȉȶɽljɨljɰɽ Ȉȶ ɽȃlj 9ƃȶȟԇɰ ʍǁȈɽljǁ Financial Statements. 136 Accountabi l i t y Leader ship Financ ial Statement s CORPORATE GOVERNANCE OVERVIEW STATEMENT