The key roles and responsibilities of the Board are as follows: The above roles and responsibilities are clearly set out in the Board Charter. Board Balance and Composition The Board comprises eleven (11) Directors as of the date of this Statement. An effective Board is important to the long-term prospects and strategic objectives of BIMB. 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 BIMB’s strategic objectives. Additionally, it ensures diversity and inclusiveness in views and perspectives as well as facilitates sound decision-making and constructive deliberation during meetings. The balance on the Board ensures that no individual or small group of Directors can dominate the decision-making process and that the interests of the shareholders are protected. During the financial year 2021, the Board also approved the policy on the maximum age of director, which is capped at 70 years. This is to preserve the effectiveness of a director in discharging his/her duties and responsibilities. The Board saw changes to its composition during the financial year under review with four (4) new appointments to the Board. The Board welcomed Dato’ Sri Amrin Awaluddin as a Non-Independent Executive Director on 10 September 2021, Mohd Asri Awang as an Independent Non-Executive Director on 1 October 2021, Nuraini Ismail and Datuk Bazlan Osman as Independent Non-Executive Directors on 7 January 2022. Oversee the implementation of BIMB’s governance framework, risk and internal control framework, and periodically review whether these remain appropriate and relevant Oversee BIMB’s compliance with any regulatory requirements as imposed by the relevant regulatory authorities Promote a sound corporate culture within the Group which reinforces high level of integrity and ethical practices, prudent and professional behaviour and cultivate a transparent culture towards anti-bribery and corruption Promote sustainability through appropriate environmental, social and governance considerations in the Group’s business strategies Ensure that there is an appropriate succession plan for members of the Board and the Senior Management. CORPORATE GOVERNANCE OVERVIEW STATEMENT BANK I SLAM MALAYS IA BERHAD 166
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