All potential candidates are first considered by the BNRC, taking into account the mix of skills, competencies, experience, integrity, personal attributes and time commitment required to effectively discharge his or her role as a director. The BNRC will have an interview session with the candidate to gauge the suitability of the candidate before making a recommendation to the Board. Following selection by the Board, an application for the proposed appointment as a Director is submitted to BNM for approval and the term of appointment shall be as specified by BNM. Directors’ Re-appointment and Re-election The BNRC is responsible for assessing the performance of Directors whose current term of appointment as approved by BNM is due to expire and for forwarding its recommendation to the Board for the decision to submit the application to BNM on the proposed re-appointment of the respective Directors. In assessing the candidates’ eligibility for re-appointment, the BNRC considers their competencies, commitment, contribution and performance based on the Board Effectiveness Evaluation (BEE) and their ability to act in the best interest of BIMB. Following the Board’s approval, a submission is made to BNM for approval three (3) months prior to the expiry of the Director’s tenure. In accordance with Article 133 of BIMB’s Constitution, onethird of the Directors for the time being shall retire by rotation at an Annual General Meeting (AGM) of BIMB provided always that all Directors, shall retire from office at least once in every three (3) years but shall be eligible for re-election at the AGM. A Director retiring at the AGM shall retain office until the close of the meeting whether adjourned or not. According to Article 142 of BIMB’s Constitution and the Companies Act 2016, Directors appointed to fill a casual vacancy or as an addition to the Board of Directors shall hold office only until the conclusion of the next AGM and shall be eligible for re-election. For the forthcoming AGM, the Board has agreed for Datuk Nik Mohd Hasyudeen Yusoff and Mohd Yuzaidi Mohd Yusoff to be considered for re-election pursuant to Article 133 of BIMB’s Constitution. Meanwhile, Dato’ Sri Amrin Awaluddin, Mohd Asri Awang, Nuraini Ismail and Datuk Bazlan Osman will be considered for re-election pursuant to Article 142 of BIMB’s Constitution. These Directors have given their consent for the re-election. CORPORATE GOVERNANCE OVERVIEW STATEMENT Succession Planning The Board has a Board succession plan to assist them in particular, the BNRC, in ensuring the orderly identification and selection of new NEDs in the event of an opening on the Board, whether such opening exists by reason of an anticipated retirement, an unanticipated departure, the expansion of the size of the Board, or otherwise. Such a structured succession plan addresses the composition and effectiveness of the Board. In addition to the succession plan for Directors, the BNRC also oversees the appointment and succession planning for key Senior Management of BIMB. During the financial year under review, the Board has also reviewed the Board Succession Plan for the Group as part of the group harmonisation initiatives. This exercise was carried out to ensure that an effective Board is put in place at all subsidiaries to support the Group’s strategic direction. Board Meetings and Attendance The Board schedules its meetings at least six (6) times a year. Additional meetings are held to discuss specific issues that require deliberation in between the scheduled meetings. The Board may also consider and approve matters via written resolutions. All Directors’ written resolutions passed by the Board are tabled at the next Board meeting for notation. The meetings of the Board and its Committees for the financial year 2021 were pre-scheduled at the end of 2020 to facilitate the Directors in planning ahead and ensure full attendance of the Board meetings. The Board ensures that key transactions or critical decisions are deliberated and decided by the Board in a meeting. The Board also ensures that decisions, including any dissenting views, are made known and properly minuted. The Board practices active and open discussions at Board meetings to ensure that opportunities are given to all Directors to participate and contribute to the decisionmaking process. Robust discussions and vigorous deliberations at Board and Board Committee meetings ensure that constructive and healthy dialogues are satisfactorily achieved and quality decision making. Due to the COVID-19 crisis, all the Board and Board Committee meetings were conducted online during the financial year under review. The papers of the Board meetings are disseminated via an online platform and accessed via the devices provided to the Directors. Although the minimum quorum for a Board meeting is 50% of the total number of directors, all directors (save for Noraini Che Dan) have recorded 100% attendance for all Board and Board Committees meetings in 2021. BANK I SLAM MALAYS IA BERHAD 172
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