CORPORATE GOVERNANCE FRAMEWORK As an organisation driven by its responsibility to shareholders and a broader group of stakeholders, good governance practices are integrated across the Group and are imperative to its long-term success. BIMB’s governance structure and practices create value for all its stakeholders by: a ccentuating greater transparency, accountability and responsibility; b alancing the autonomy of various operating entities within BIMB with the appropriate checks and balances; and i nculcating ethical business conduct and desired behaviours based on our core values. The Board is accountable to the shareholders in creating and delivering sustainable value through oversight of the management of the Group’s business, approving strategic plans, monitoring their implementation and providing the necessary support for their successful execution. The Board discharges its responsibilities within a clearly defined governance framework and robust mechanisms in place. Through this framework, the Board, without abdicating its responsibilities, delegates its governance responsibilities to key committees of the Board and other Management committees. The effective functioning of the Board relies on the clarity of the various roles and responsibilities of the committees. There is a clear division of responsibilities between the leadership of the Board and the executive leadership of BIMB’s business. The Board retains ultimate accountability and responsibility from the performance and affairs of BIMB and ensures that BIMB adheres to high standards of ethical behaviour. In executing its governance responsibility, the Board has embraced the following best governance practices: B oard Charter that sets out the roles of the Chairman, Chief Executive Officer, and Non-Executive Directors (NEDs). B oard Charter that sets out the principles on the Code of Ethics, Conflicts of Interest, External Professional Commitment and Whistle-blowing Policy. T he positions of the Chairman and the Chief Executive Officer are held by two (2) different individuals. A formal and transparent process for the appointment of new Directors and re-appointment of Directors. A nnual Independent Directors’ Review to appraise independence of Independent NEDs. T he Chairman of the Board does not sit on any Board Committees. T he Chairman of the Board and key Board Committees1 is an Independent NED. The composition of the Board and key Board Committees1 comprised majority independent NEDs. The number of directors with common directorship within the Group is kept at the minority. Ongoing training and development for directors to ensure they are equipped with the necessary skills and knowledge to discharge their duties and responsibilities. Regular review of the Board succession plan. 1 Refers to Board Audit & Examination Committee, Board Risk Committee and Board Nomination & Remuneration Committee. SHAREHOLDERS Shariah Supervisory Council Board Audit & Examination Committee Board Nomination & Remuneration Committee Board Risk Committee Board Financing Review Committee Board Strategic & Sustainability Committee Board Information Technology Committee BOARD OF DIRECTORS GROUP CHIEF EXECUTIVE OFFICER MANAGEMENT EXECUTIVE COMMITTEES Engagement Board Oversight and Engagement Engagement and Reporting The table below illustrates BIMB’s governance structure, an overview of the Board, Board Committees and Management Executive Committees. INTEGRATED ANNUAL REPORT 202 1 Key Messages Overview Value Creation MD&A Sustainability Leadership Accountability Financial Additional Information 161
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