During the financial year also, Zahari @ Mohd Zin Idris retired as a Non-Independent Non-Executive Director on 20 September 2021, after serving BIMB for 19 years. During his tenure with BIMB, Zahari @ Mohd Zin Idris demonstrated his dedication and commitment in discharging his role as BIMB’s director. It was with sadness that the Board bade farewell to Noraini Che Dan who passed away on 26 August 2021. The late Noraini Che Dan, who joined BIMB on 1 October 2016, was a valuable member of the Board. She had served the Board with great commitment and was a strong advocate of good governance. Following the above new appointments, the Board now comprises as follows: Eight (8) Independent NEDs including the Chairman; Two (2) Non-Independent NEDs; and One (1) Non-Independent ED. All Board members are persons of high integrity and calibre with diverse professional backgrounds, sound knowledge and understanding of BIMB’s business and provide a diversity of breadth in demographics, skills and experience. Eight (8) of the NEDs, including the Chairman, are independent, in line with the requirements of the BNM CG Policy. The Independent NEDs play a significant role in bringing objectivity and scrutiny to the Board’s deliberations and decisionmaking. All Directors must exercise their judgement independently at all times, irrespective of status. Whilst there are three (3) non-independent directors, i.e., two (2) being non-executive and one (1) an Executive Director, the two (2) NINED were initially Independent Directors but one (1) was re-designated due to long tenure beyond nine (9) years and the other was re-designated due to an executive position that he held and subsequently relinquished in a related company. The NIED does not hold an executive position in BIMB. He is designated as a NIED by virtue of the Islamic Financial Services Act 2013. Hence these NINED and NIED similarly serve the Board and play a role to ensure decisions are made in the best interest of BIMB. The profile of each member of the Board is presented on pages 137 to 142 of this Integrated Annual Report. Board Committees As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions to Board Committees with their TOR. The delegation 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 BIMB’s affairs to these Committees without committing a breach of duty and that they remain responsible for the exercise of such powers. The functions and TORs of Board Committees as well as authority delegated by the Board to these Committees are reviewed from time to time to ensure that they remain relevant and are up-to-date. The six (6) Board Committees are as follows: BAEC : Board Audit & Examination Committee BRC : Board Risk Committee BNRC : Board Nomination and Remuneration Committee BFRC : Board Financing Review Committee BSSC : Board Strategic & Sustainability Committee BITC : Board Information Technology Committee The activities of the BAEC, BRC, BNRC, BFRC, BSSC and BITC during the financial year under review can be found in the CG Report. INTEGRATED ANNUAL REPORT 202 1 Key Messages Overview Value Creation MD&A Sustainability Leadership Accountability Financial Additional Information 167
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