CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board is satisfied with the level of commitment given by the Directors during the financial year under review towards fulfilling their roles and responsibilities. This is reflected in the 2021 Board Effectiveness Evaluation results as disclosed in the CG Report. The composition of the Board and Board Committees and the meeting attendance of each member can be found in the CG Report. Directors’ Indemnity BIMB continues to provide and maintain indemnification for its Directors throughout the financial year as allowed under the Companies Act 2016 to the extent it is insurable under the Directors’ and Officers’ Liability Insurance (D&O). Directors and Officers are indemnified against any liability incurred by them in discharging their duties while holding office as Directors and Officers of BIMB. Sustainability Commitment BIMB has in place a Sustainability Governance Framework which defines the roles and responsibilities of the Board and Management in fulfilling the Group’s responsibility to ensure that sustainability-related risks are effectively identified, assessed and managed in a timely manner, while enhancing transparency through disclosures and reporting to promote accountability. The Board acknowledges that BIMB’s long-term success and continued relevance are dependent on the prosperity and trust of the communities we serve and the environment we operate in. Our financial outcomes are inexorably linked to our ability to manage ESG risks and opportunities. The Board believes that the ESG agenda is critical to our brand marketability as investors and stakeholders have become insistent that ESG practices are subsumed into an organisation’s investment decision-making process. The Board together with Management takes the responsibility for the governance of sustainability in BIMB. Performance against sustainability strategies, priorities and targets are communicated to the BIMB’s external and internal stakeholders. The Board has designated senior personnel who is tasked with managing the Group’s sustainability governance and integrating sustainability considerations into our operations. The Board will take into account BIMB’s performance in managing material sustainability risks and opportunities when determining the appropriate level of remuneration for Directors and Senior Management. The Board will also ensure that performance evaluations of the Board and Senior Management will include a review of their performance in addressing BIMB’s material matters, including the risks and opportunities. Our sustainability agenda aims to make us more resilient to disruptions, flexible to change and accountable to the ‘triple bottom line’ principle of benefitting the People and Planet while ensuring Prosperity for all stakeholders. We view sustainability as an ongoing journey where the Group is committed to continuously delivering value to its stakeholders. Professional Development and Continuous Education for Directors All new Directors appointed to the Board receive a comprehensive induction programme with the Management, covering key areas of the business and operations, including among others, an overview of BIMB’s financial risk management processes, its strategies, business segments, the internal audit function, innovation and technology and TOTAL BOARD AND BOARD COMMITTEES Total Board & Board Committees Meetings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 76 200.3 hours 2.6 hours BITC Number of Meetings in 2021 Total Meeting Hours Average Time Spent on Each Meeting 7 18.5 hours 2.6 hours All Directors complied with the minimum attendance requirement of at least 75% of Board and Board Committees’ meetings held during the financial year under review pursuant to the BNM CG Policy. BANK I SLAM MALAYS IA BERHAD 174
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