Selection of Directors Any proposed appointment of new Directors or proposed reappointment of Directors to the Board will be assessed by the BNRC. The Board adheres to a formal, transparent and rigorous process when appointing Directors. In selecting new Directors, the Board looks at its current composition as well as the tenure of each Director to assess if new skills and perspectives are required in the boardroom. In assessing candidates for new appointments, the BNRC considers the diversity of skills, knowledge and experience, as well as the gender of candidates. The focus is not only on a Director’s background and current activities, but also his/her ability to act independently, ensuring the highest standards of corporate governance are maintained. Once a potential candidate has been shortlisted for recommendation, the Company Secretary will conduct comprehensive background checks, including checks on financial and character integrity. The Company Secretary will also arrange for the BNRC to meet with the candidates to enable the BNRC to make its assessment and subsequently makes its recommendation to the Board. The selection criteria that BNRC refers to is based on competencies and attributes required under Bank Islam’s Policy on Fit and Proper Criteria for Key Responsible Persons, BNM CG Policy, MMLR of Bursa Securities and BNM’s Policy Document on Fit and Proper Policy. The BNRC also identifies potential candidates for nomination as Directors from various sources, such as referrals from existing Directors and the Directors Register maintained by the Financial Institutions Directors’ Education (FIDE) Forum and other leadership development and consulting organisations. Following selection by the Board, an application for the proposed appointment as a Director is submitted to BNM for approval. The term of appointment of the Director will be as specified by BNM. Succession Planning The Board believes that effective succession planning mitigates the risks associated with departure or absence of well-qualified and experienced personnel. It also aims to ensure that the Board and Management are consistently wellresourced with the right people in terms of skills and experience, to ensure the successful execution and delivery of the Group’s strategy. Through the BNRC, the Board has oversight of the succession planning of the Board, Board Committees and Management. The Board has in place a Board Succession Planning Framework, to ensure the identification and selection of new NEDs in the event of an opening by reason of anticipated retirement or unanticipated departure, the expansion of the Board size or otherwise. Board Meetings, Attendance and Access to Information The Board meets at least six (6) times a year with additional meetings convened as and when necessary. The Board also considers and approves matters via written circular resolutions which are tabled at the next Board meeting for notification. The calendar of meetings of the Board and Board Committees for the following year are drawn up in the last quarter of the financial year to enable members to meet the time commitment for the meetings. The calendar of meetings of the Board and Board Committees are drawn up at the end of the previous financial year to enable the members of the Board to meet the time commitment for the meetings. The Board practices robust and vigorous deliberations at Board and Board Committee meetings to ensure that opportunities are given to all Directors to participate and contribute to the decision-making process as well as to make certain that the process of constructive and healthy dialogue is achieved. The respective Chairmen of the Board Committees also update the Board on the proceedings of their committee meetings. 212 Bank Islam Malaysia Berhad ◆ Integrated Annual Report 2023 Corporate Governance Overview Statement
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