BOARD CONDUCT All Directors commit themselves to ethical business and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. All Directors discharge their duties and responsibilities at all times as fiduciaries in the best interest of Bank Islam. They are expected to act with integrity, lead by example, keep abreast of their responsibilities as Directors and of the conduct, business and development of Bank Islam. In directing or managing Bank Islam’s business and affairs, they exercise reasonable care, skill and diligence by applying their knowledge, skill and experience. The Board ensures that key transactions or critical decisions are deliberated and decided on by the Board in a meeting. The Board also ensures that decisions and basis for those decisions, including any dissenting views are made known and properly minuted. PRINCIPAL ROLES AND RESPONSIBILITIES OF THE BOARD In setting the Group’s strategic direction, the Board takes cognisance of the need to create and deliver long-term sustainable values of Bank Islam’s stakeholders. Accordingly, the Board places emphasis on effective leadership through oversight on Management and continuous monitoring of the business, performance, adherence to regulations and risk controls. MATTERS RESERVED FOR DECISION OF THE BOARD The Board Charter and the TORs of the Board and Board Committees prescribe that the following matters are specifically reserved for the Board: ✓ Strategic policy matters; ✓ Financial results and declaration of dividends; ✓ Significant operating and credit policies; ✓ Risk appetite setting; ✓ Capital management plan; ✓ Authority Limits; ✓ Any corporate exercise which involves acquisition or divestment or strategic interest; ✓ Major acquisition of capital expenditure; ✓ Appointment and remuneration of Directors; ✓ Appointment and remuneration of Shariah Supervisory Council (SSC) members; ✓ Appointment and remuneration of GCEO and key Management officers; ✓ Entry into any related party transaction; and ✓ Any new outsourcing proposals. Oversee the implementation of Bank Islam’s governance framework, risk and internal controls framework, and periodically review whether these remain appropriate and relevant Promote a sound corporate culture within the Group which reinforces high level of integrity and ethical practices, prudent and professional behaviour and cultivate a transparent culture towards anti-bribery and corruption Oversee Bank Islam’s compliance with any regulatory requirements as imposed by the relevant regulatory authorities Promote sustainability through appropriate environmental, social and governance considerations in the Group’s business strategies Ensure that there is an appropriate succession plan for members of the Board and the Management In discharging its functions, the main roles and responsibilities of the Board are as follows: 200 Bank Islam Malaysia Berhad ◆ Integrated Annual Report 2023 Corporate Governance Overview Statement
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