Board Commitment The Board commits itself and its Directors to ethical and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. The Board is of the view that the provisions of the Companies Act 2016 are adequate to ensure commitment by the Directors to perform their duties responsibly and that each Director is able to commit his/her time sufficiently to the Company. The Board Charter stipulates that the maximum number of external professional commitments of each Director must not exceed ten (10), of which the number of directorships in listed companies should not exceed five (5) unless with prior approval of the Board. As of the date of this report, all Directors have complied with these requirements and the Board is satisfied that the total number of professional commitments held by the Directors have not impaired their ability or judgement in discharging their roles and responsibilities. The Directors’ commitment in discharging their duties and responsibilities is further reflected by their attendance at meetings of the Board and Board Committees held during the financial year under review. The Board is satisfied with the level of commitment given by the Directors towards fulfilling their roles and responsibilities. Separate roles of Chairman and Group Chief Executive Officer (Group CEO) The Board is helmed by Tan Sri Dr. Ismail Haji Bakar, who is an INED. The Board delegates responsibility for the overall business and day-to-day management of BIMB to the Group CEO, Mohd Muazzam Mohamed. The roles and responsibilities of the Chairman and the Group CEO are separated by a clear division of responsibilities which are defined and approved by the Board in line with best practices to ensure the appropriate supervision of management. The clear hierarchical structure with its focused approach facilitates efficiency and expedites informed decision-making. The Chairman does not sit on any Board Committees. CORPORATE GOVERNANCE OVERVIEW STATEMENT The Chairman is primarily responsible for the stewardship and smooth functioning of the Board and the fulfilment of its obligations to BIMB. In fulfilling this role, the Chairman must:- The Chairman will have an annual one-to-one engagement session with each Director to solicit their views and suggestions for improvement and effectiveness of the Board and generally the sustainability and growth of BIMB’s business. The Group CEO is responsible for the overall operations of BIMB’s business, its day-to-day management, organisational effectiveness and the implementation of BIMB’s policies and strategies. Key roles and responsibilities of the Group CEO include: D evelops, formulates, implements and oversees BIMB’s long-term strategy, strategic direction, corporate policies and business plan; E nsures that the Board’s decisions are implemented and the Board’s decisions are responded to; E nsures that the Board is fully informed of all important aspects of BIMB’s operations and sufficient information is provided to the Board members; and P rovides strong leadership and effectively commun i ca tes BIMB ’ s v i s i on and management strategies to the employees. The respective roles and responsibilities of the Chairman and Group CEO can be viewed under the Board Charter on BIMB’s website, www.bankislam.com. E nsures appropriate procedures are in place to govern the Board’s operation, decisions are taken on a sound and well-informed basis including discussions on all strategic and critical issues; L eads the Board to achieve the key objectives; Encourages healthy discussion and ensure that dissenting views can be freely expressed and discussed; and L eads efforts to address the Board’s development needs. BANK I SLAM MALAYS IA BERHAD 170
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