The Board was regularly updated by the Management on the progress of the Group’s corporate governance initiatives and key focus areas during the FY2023 as follows: CG FOCUS AREAS FOR FY2023 a) Monitored the progress of Bank Islam’s commitment towards Sustainability initiatives b) Enhanced the Board’s oversight on ESG and climate matters c) Performed enhanced annual Board Effectiveness Evaluation d) Reviewed Succession Planning for the Board and Management e) Reviewed Bank Islam Group’s Board Charter and TORs of the Board and Management Committees to incorporate, amongst others, climate risk oversight, enhancement of governance practices, etc. f) Enhanced Board Diversity with appointment of a new female Independent Director and a Senior Independent Director g) Made changes to the Board Committees to enable rotation and enrich Directors’ experience h) Reviewed Board Independence by conducting assessment on Fit and Proper, Conflict of Interest, and commitment via independent validation of the Directors’ external professional commitments i) Reviewed the report on Conflict of Interest and Potential Conflict of Interest of Directors and Management CG FUTURE FOCUS AREAS As the Board continues its oversight of Management by embracing the highest standards of corporate governance and giving consideration to ESG related matters, it has identified the following matters as key focus areas, going forward, and will be addressed and/or implemented in the next financial year and beyond: a) Succession Planning for the Board and Management that supports Bank Islam future plan and objectives b) Incorporate in the Board annual evaluation exercise the assessment on Board’s effectiveness in ESG related initiatives c) Maintain diversity in Board composition that enhances oversight and focus on ESG and sustainability d) Enhance Directors development on Digital Transformation, ESG and Sustainability e) MSWG Scorecard BOARD BALANCED REPRESENTATION The Board comprises nine (9) Directors as of the date of this Statement. The composition of the Board exceeds the requirements of Paragraph 15.02 of the MMLR of Bursa Securities and Practice 5.2 of the MCCG as majority of its members are Independent NEDs. The Board comprises individuals of high integrity and calibre, possessing a thorough understanding of the Group’s business and diverse skills, knowledge and experience. The Board’s composition reflects a balanced blend of skills, experience and knowledge that enables the Directors to examine proposals on strategy and empower the GCEO to implement approved strategies and take into account the interests of shareholders and stakeholders. This composition is testament to the view that a board’s make-up should support objective and independent deliberation, review and decision-making. The time commitments of NEDs are considered by the BNRC at appointment and reviewed regularly within the period under review as and when there are changes to the NEDs’ external professional commitments. The Board reviews on half yearly basis the declarations made by Directors on the number and nature of their external directorships that they hold as well as their assurance on time commitment in carrying out their responsibilities to Bank Islam. As of the date of this Statement, none of the Directors hold more than five (5) directorships in any other listed companies in line with Paragraph 15.06 of the MMLR of Bursa Securities. 204 Bank Islam Malaysia Berhad ◆ Integrated Annual Report 2023 Corporate Governance Overview Statement
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