BOARD LEADERSHIP Bank Islam is led by its Board which is responsible for the stewardship of the business and affairs of the Group on behalf of the shareholders and all other stakeholders. The Board plays a crucial role in safeguarding stakeholder value-creation and maintaining the right tone at the top, which is the bedrock of a robust ethics and compliance culture that binds the organisation together. Whilst shareholders and the Board jointly provide oversight on the control and management of Bank Islam, the ultimate decision-making authority vests with the shareholders at the Annual General Meeting, where, amongst others, important resolutions such as the re-election and remuneration of the Directors and appointment of External Auditors are considered and approved. The Board, on the other hand, is accountable to the shareholders for the performance of Bank Islam. In this connection, the Board directs and monitors the business and affairs of Bank Islam on behalf of the shareholders. The Board oversees and appraises the overall strategic oversight delegated to Board Committees. Paramount to this oversight role and responsibility is its commitment to the Group’s long-term strategy and agenda for the integration of sustainability into the Group’s strategy, governance and decision-making. Through sustainable practices the Group becomes more resilient, is able to create durable and sustainable value and maintains simultaneously, the confidence of stakeholders. The Board ensures that it is well-positioned to satisfy its oversight responsibility through periodic assessment of Board agenda priorities to ensure that it is well informed on a timely basis of matters requiring attention. Together with Management, the Board promotes good corporate governance culture within the group ensuring ethical leadership, prudent and professional behaviour in the conduct of its business and in all aspects of its operations. The Board considers each Non-Executive Director (NED) to be independent in character and judgement. The Board is satisfied that each Director has devoted sufficient time to effectively discharge his/ her responsibilities. The current composition of Directors has a blend of skills, experience and knowledge enabling them to provide effective oversight, strategic guidance and constructive challenge, examine, review and decide on Management’s proposals and empower the GCEO to implement strategies approved by the Board. BOARD CHARTER The Board has adopted a Board Charter that sets out in the Terms of Reference (TOR) of the Board, and Board Committees their respective mandate, responsibilities and procedures including matters reserved for the Board’s decision. The Board Charter provides the Board with the power to delegate its authority to Board Committees, the GCEO and Management. The Board Charter is reviewed periodically to align with recommendations and best practices, to reflect changes to the policies and processes as well as amendments to rules and regulations. The Board Charter and the TORs of the Board and Board Committees are available on Bank Islam’s website at www.bankislam.com. HOW THE BOARD OPERATES PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS 199 1 2 3 4 5 6 7 8 9 www.bankislam.com ACCOUNTABILITY
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