SEPARATE ROLES OF CHAIRMAN AND GCEO The Board practices a clear demarcation of duties and responsibilities between the Chairman and the GCEO to ensure a balance of power and authority in the Board. The positions of the Chairman and GCEO are held by two (2) different individuals. The Board is helmed by Tan Sri Dr Ismail Haji Bakar who is an Independent NED whilst the GCEO is Dato’ Mohd Muazzam Mohamed. In line with the MCCG, the Chairman does not sit on any Board Committee. The segregation of roles and division of duties ensures a marked distinction between the Chairman’s responsibility to manage the orderly conduct and smooth function of the Board and the GCEO’s responsibility to manage Bank Islam’s business. DELEGATION BY THE BOARD TO THE GCEO The Board delegates responsibility for the overall business and day-to-day management of Bank Islam to the GCEO. The GCEO is responsible for the development and implementation of Bank Islam’s strategy and overall day-to-day running of Bank Islam’s business. Consistent with Bank Islam’s primary objective to enhance long-term shareholder value, this includes providing direction on all aspects of operational matters, such as financial, risk management and compliance. The Board delegates to the GCEO together with the Management of Bank Islam, the authority for managing Bank Islam’s business to achieve its corporate targets and plans. The Board maintains a high level of accountability by holding the GCEO responsible for discharging his delegated duties. DELEGATION BY THE BOARD TO BOARD COMMITTEES As depicted in the Governance Structure, the Board is supported in its duties by the following six (6) Board Committees: BAEC: Board Audit and Examination Committee BRC: Board Risk Committee BNRC: Board Nomination and Remuneration Committee BFRC: Board Financing Review Committee BSSC: Board Strategic and Sustainability Committee BITC: Board Information Technology Committee Each of the above Board Committees has its own TOR which clearly sets out its remit and decision-making powers. All Board Committees comprise only Non-Executive Directors. Any change to the TORs for any Board Committee requires the Board’s approval. Amendments are made at least once every two (2) years and where necessary to ensure that the TORs of each Board Committee are updated with the latest practices, processes and/or procedures prescribed or recommended by the regulators and in line with market standard. The minutes of Board Committee meetings recording key deliberations and decisions taken during these meetings are circulated to all Board members for their information. During every Board meeting, the Chair of each Board Committee provides a report on key matters discussed at the Board Committee meetings. The following Board Committees have been in operation during the FY2023. The key roles and focus areas of the Board Committees during the FY2023 were as follows: a) Board Audit and Examination Committee (BAEC) BAEC No. of meetings 9 Attendance 100% Key Roles: Assists the Board in ensuring a reliable and transparent financial reporting process and internal control system are in place within the Group Provides an independent oversight on the effectiveness of the internal and external audit functions. Material control lapses are escalated to the BAEC for deliberation Deliberates on any unresolved audit findings to ensure the Management undertakes the relevant remedial actions within the timeline Key Focus Areas: Key focus areas and activities of the BAEC during FY2023 can be found on pages 224-226 of this Report. 205 1 2 3 4 5 6 7 8 9 www.bankislam.com ACCOUNTABILITY
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