CORPORATE GOVERNANCE OVERVIEW STATEMENT General Meetings The Board ensures that shareholders are given sufficient notice to consider resolutions that will be discussed and decided at the General Meetings. The General Meeting notice includes details of the resolutions proposed along with any relevant information and reports. Upon its listing in October 2021, BIMB held its first Extraordinary General Meeting (EGM) as a listed company on 19 November 2021. The EGM was held fully virtual as per the Guidance and FAQs on the Conduct of General Meetings for Listed Issuers issued by the Securities Commission. The Chairman of the EGM provided fair opportunity and time to all shareholders to exercise their rights to raise questions and make recommendations. The proceedings of the EGM were recorded in the minutes of the meeting and made available on BIMB’s website at www.bankislam.com. THE SHARIAH SUPERVISORY COUNCIL (SSC) The SSC forms an important part of the governance structure of BIMB, and functionally reports to the Board. Composition The SSC has five (5) members until 31 December 2021, in compliance with the requirement of paragraph 13.2 of the Shariah Governance Policy Document (SGPD) which requires an Islamic financial institution to have at least five (5) members. Members of the SSC have diverse backgrounds, experience and knowledge. Each SSC member is an expert in his/her respective specialised field such as Islamic law, Islamic banking, capital market, takaful, waqf, zakat, fatwa, halal industry etc. Their qualification in Islamic jurisprudence (usul al-fiqh) and Islamic commercial laws (fiqh al-mu’amalat), expertise and vast experience in the academia as well as in the industry support the depth and breadth of the SSC deliberations on Shariah related matters. Duties and Responsibilities In addition to the Board’s oversight accountability on Shariah compliance, the SSC was established to perform an oversight role on all Shariah matters and to advise BIMB in ensuring its business affairs and activities comply with Shariah. The SSC’s primary duties and responsibilities are outlined in the Charter and Terms of Reference which are available on www.bankislam.com. Authority The SSC has the authority to do the following: D ecide on Shariah related matters referred to the SSC by taking into consideration of the published rulings of the Shariah Advisory Council (SAC) of BNM. In the event where the decision given by the SSC is different from the ruling given by the SAC, the rulings of the SAC shall prevail. However, the SSC is allowed to adopt a more stringent Shariah decision; D ecide on Shariah related matters referred to the SSC without undue influence that would hamper the SSC from exercising objective judgment in deliberating issues brought before them; E nsure that decisions made by the SSC are duly observed and implemented by BIMB. Decisions made by the SSC should not be set aside or modified without its consent; A ccess to accurate, timely and complete informat ion from the Management including but not limited to all relevant records, transactions, or manuals as required by them in performing their duties. If the information provided is insufficient, the SSC may request for additional information which shall be duly provided by BIMB; and Inform the Board of any case that the SSC has reason to believe that BIMB has been carrying on Shariah non-compliant activities and to recommend suitable measures to rectify the situation. In cases where Shariah non-compliant activities are not effectively or adequately addressed or no rectification measures are made by BIMB, the SSC shall inform BNM of the fact. In this case, the SSC will not be regarded as breaching the confidentiality and secrecy code if the confidential information is disclosed to BNM in good faith. BANK I SLAM MALAYS IA BERHAD 180
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