All proceedings of the Board meetings are duly recorded in the minutes of meeting and the signed minutes of each Board meeting are properly kept by the Company Secretary. The minutes of each Board meeting are circulated in a timely manner to all Directors for their perusal prior to the minutes being tabled for confirmation at the next Board meeting. In ensuring the transparency and integrity of decision-making, Directors are required to immediately declare if they have any interest in transactions that are to be entered into directly or indirectly with BIMB. They must disclose the extent and nature of their interest at a Board meeting or as soon as practicable after they become aware of the conflict of interest. They must abstain from participating in the deliberation and Board decision on the matter as he/she is an interested parties. Directors are also required to declare their interest annually in line with the requirements on the disclosure of Director’s interest in BIMB’s Audited Financial Statements. The Chairman of the SSC attends the Board meeting as a permanent invitee to facilitate and assist the Board when deliberating issues relating to Shariah. Meanwhile, the Group CEO also attends the Board meeting as a permanent invitee and if required, relevant members of the Senior Management and external advisers are invited to attend the Board meetings to report and advise the Board on matters pertinent to their respective areas of responsibility. In the event a Director is unable to attend a meeting, his/her views are sought in advance and put to the meeting to facilitate a comprehensive discussion. Essentially, each Director, therefore, makes himself/herself available to fellow Directors and may contribute to all major decisions that the Board has to make. BOARD Number of meet ings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 14 36.6 hours 2.6 hours BAEC Number of meet ings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 8 25.7 hours 3.2 hours BRC Number of meet ings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 13 50.3 hours 3.9 hours BNRC Number of meet ings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 9 11.6 hours 1.3 hours BFRC Number of meet ings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 14 22.9 hours 1.6 hours BSSC Number of meet ings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 11 34.7 hours 3.2 hours INTEGRATED ANNUAL REPORT 202 1 Key Messages Overview Value Creation MD&A Sustainability Leadership Accountability Financial Additional Information 173
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