Separation of Powers between the Board and Management The Group CEO is assisted by various management executive committees which include the Management Committee, Management Risk Control Committee and Asset & Liability Management Committee in managing the business of BIMB on a day-to-day basis. The management executive committees ensure that effective systems, controls and resources are in place to execute business strategies and decisions taken by the Board and/ or the Group CEO. Board Independence The INEDs play a significant role in bringing objectivity and scrutiny to the Board’s deliberations and decision-making. The Board acknowledges the important contributions that INEDs make to good corporate governance. All Directors, regardless of their independent status, are required to act in the best interests of BIMB and to exercise unfettered and independent judgement. To date, all eight (8) INEDs satisfy the following criteria: a) a bility to act independently in character and judgement and free from any association or circumstances that may interfere with or impair his/her independent judgement or the ability to act in the best interests of BIMB; b) t enure of not more than nine (9) years; and c) n ot involved in any significant business or contractual relationship with a value of above RM1.0 million. The assessment of the independence of INEDs is undertaken in the following circumstances: Prior to the appointment of NEDs T he independence of each candidate is reviewed and determined by the Board based on the recommendation of the BNRC. Annual review E very INED has to provide an annual declaration to confirm the status of his/her independence. Notice of change in circumstances E very INED has an obligation to notify the BNRC of any change in circumstances that may affect his/her independence status. Once the notification is given, the Board reviews and determines the INED’s independence status based on the recommendation of the BNRC. In line with the recommendation of the MCCG 2021, BIMB has adopted a tenure policy whereby an INED’s total tenure on the Board is capped at nine (9) years. The Board may decide to retain a member as an INED beyond the nine (9) years, subject to the approval of the shareholders and BNM. During the financial year under review, all INEDs had declared and affirmed their independence. Each INED has also an ongoing obligation to inform the Board of any circumstances which could impair his or her independence. Appointment of new Directors In considering new appointments to the Board, the Board through the BNRC, takes into account corporate leadership skills, experience and expertise required to advance the strategic direction of BIMB. Consideration is given to the current composition of the Board and the tenure of each Director on the Board to determine whether there is a need to bring new skills and perspectives to the board as well as whether the Director can act independently of Management. The BNRC ensures that the Board has the right balance of skills, experience, independence and business knowledge necessary to discharge its responsibilities in keeping with the highest standards of governance while providing meaningful contributions to the business of BIMB. BIMB maintains a formal and transparent procedure for the appointment of new Directors. The search for potential NEDs may also be made through the engagement of an independent recruitment firm or recommendations from existing Board members or Management and through external sources such as the Directors’ Register by FIDE FORUM, BNM and PIDM in identifying suitably qualified candidates to fill the vacant positions. In its selection of suitable candidates, the BNRC determines whether the candidates satisfy the requisite skills and core competencies in accordance with BIMB’s Policy on Fit and Proper Criteria, BNM CG Policy, MMLR of Bursa Malaysia, MCCG 2021 and BNM’s Policy Document on Fit and Proper Criteria. Once a potential candidate has been shortlisted for a recommendation, the Company Secretary will conduct comprehensive background checks, including checks on financial and character integrity. INTEGRATED ANNUAL REPORT 202 1 Key Messages Overview Value Creation MD&A Sustainability Leadership Accountability Financial Additional Information 171
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