The BNRC’s 2021 Activities The BNRC consists of a majority INEDs and was chaired by Noraini Che Dan who is an INED, until her demise on 26 August 2021. Thereafter, Dato’ Sri Khazali Ahmad, who is an INED assumed the role of the BNRC Chairman. The BNRC assists the Board in the process of nomination, remuneration and succession plan of the Board, Board Committees, SSC, the Group CEO and key Senior Management personnel of BIMB. The BNRC also provides oversight on the Group succession plan and appointment of directors and CEO of BIMB subsidiaries. The detailed roles and responsibilities of the BNRC are set out in its TOR, which was last reviewed on 5 October 2021 and is available on the Company’s website at www. bankislam.com. The BNRC composition and the members’ meeting attendance can be found in the CG Report. Among the key activities of the BNRC during the financial year 2021 include the following: Board Composition and Succession Plan Remuneration & Benefits Board and SSC Evaluation Performance Management Appointment of Directors and SSC Member Appointment and Succession Planning for Senior Management R e v i e w e d t h e B o a r d succession plan of BIMB taking into consideration the size of the Board composition, the numbe r o f women directors and the maximum age of directors R e v i e w e d t h e B o a r d succession plan for the Group taking into consideration the existing skillsets and tenure of the INED R e v i e w e d t h e B o a r d Committees’ composition Rev i ewed the Nominee Di rec tor s and Pr inc ipa l Officers in BIMB subsidiaries R e v i ewe d t h e Huma n Resources Policy which covers the employees’ benefits and code of conduct Reviewed and recommended the bonus payout and salary increment for the employees Reviewed the results of the Board Evaluation exercise for FY2020 and FY2021 and recommended the proposed action items for improvement Reviewed the results of the SSC Evaluation exercise for FY2020 and FY2021 and recommended the proposed action items for improvement Reviewed the action plans arising from the Board engagement sessions Rev iewed the Corporate Scorecard for 2020 Reviewed and recommended to the Board the introduction o f 8 Conduc t s a s Key B e h a v i o u r a l I n d i c a t o r Assessment for Performance Management Rev i ewed pe r f o rmance appraisal for 2020 on the di v i s i on and bank-wi de performance as well as the individual Head of Division. Assessed the fit and proper status of potential candidates for appointments on the Board of BIMB and the Board of its subsidiaries Conduc ted engagement s e s s i on s to a s s e s s t he s u i t ab i l i t y o f p o t en t i a l candidates to be appointed to the Board of BIMB and the Board of its subsidiaries Assessed the fit and proper status of a potential candidate for appointment as the SSC member of BIMB Considered the re-appointment of SSC members of BIMB Reviewed the succession plan f ramework and potential successor for key critical senior positions in BIMB Reviewed the suitability of potential candidates for the appointment of key senior positions in BIMB Reviewed the proposals to renew the cont r ac t o f employment of the Group CEO and the Senior Officers Reviewed the development plan for individuals identified for the Senior Management succession plan and the Group CEO INTEGRATED ANNUAL REPORT 202 1 Key Messages Overview Value Creation MD&A Sustainability Leadership Accountability Financial Additional Information 169
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