3. DIRECTORS’ FEES AND BENEFITS Ordinary Resolutions 5 and 6 – Payment of Director’s Fees, Board Committees allowances and benefits to the Non-Executive Directors. The Directors’ remuneration has not been revised since the shareholders’ approval at the 34th AGM of the Company held on 6 May 2017. The last review was conducted in 2020 and based on the peers’ comparison conducted, the remunerations and benefits of the Directors were viewed to be still competitive with the industry. Therefore, the Directors’ fees and sitting fees remained the same. The Company’s Board Charter stipulates that the Directors’ remuneration be reviewed once every three (3) years. Thus, a periodical review was performed to ensure the Company will remain competitive against its peers. The review also took into consideration the heightened responsibilities and accountabilities of the Directors pursuant to the requirements of the Companies Act 2016, the Islamic Financial Services Act 2013, the Capital Markets & Services Act 2007, MACC Act 2009, the Main Market Listing Requirements, the Malaysian Code of Corporate Governance, the ESG & Sustainability commitment and digital journey. The revision served to ensure the Directors’ remuneration commensurates with the level of responsibilities of the Directors as the Company embarked on a five-year strategy roadmap, LEAP25 to deliver the promise of technology, redefine growth by fortifying our five (5) business drivers: Social Finance, Wealth Management, Enterprises and Wholesale Banking, and Digital Bank. The six (6) pillars of LEAP25 amongst others, include Digitalisation and Sustainable Prosperity. These initiatives will enable the Company to achieve organic growth as well as provide leadership in digital banking and social finance. The proposed remuneration review was comprehensively deliberated by the BNRC on 29 March 2023 and was duly approved by the Board for tabling at the 40th AGM for the Shareholders’ approval. Accordingly, the existing Directors’ Fees, Board Committees’ Allowances and Directors’ Remuneration are proposed to be revised as follows:- No. Descriptions Existing Proposed NonExecutive Chairman (RM) NonExecutive Directors/ Members (RM) NonExecutive Chairman (RM) NonExecutive Directors/ Members (RM) 1. Annual Directors’ Fees 144,000.00 72,000.00 240,000.00* No change Annual Board Committees Allowances 2. Board Audit & Examination Committee 48,000.00 36,000.00 No change 3. Board Risk Committee 90,000.00 72,000.00 No change 4. Board Nomination & Remuneration Committee 18,000.00 12,000.00 No change 5. Board Financing Review Committee 24,000.00 18,000.00 No change 6. Board Information Technology Committee Nil Nil 24,000.00 18,000.00 7. Board Strategy and Sustainability Committee Nil Nil 24,000.00 18,000.00 Notes: * The monthly fixed allowance is given to the Chairman to commensurate with his responsibilities being the person primarily responsible for the stewardship and smooth functioning of the Board. To enable the Chairman to be effective and in line with best governance practice, the Chairman of the Board does not sit on any Board Committees. Additional Information Bank Islam Malaysia Berhad 465 01 05 03 07 02 06 09 04 08
RkJQdWJsaXNoZXIy NDgzMzc=