The Chairman of the SSC attends the Board meetings and two (2) other representatives of the SSC attend the BRC meetings as permanent invitees to facilitate and assist the Board and BRC when deliberating issues relating to Shariah. The GCEO attends the Board meeting as a permanent invitee. If required, relevant members of the Management and external advisers are also invited to attend the Board meeting to report and apprise the Board on matters pertinent to their areas of responsibility. All proceedings of the Board are duly recorded in the minutes of meeting. The minutes of Board meetings accurately reflect the deliberations and decisions of the Board, including any dissenting views and if any Director had abstained from voting or deliberating on a particular matter. The signed minutes of each Board meeting are properly kept by the Company Secretary. At all meetings, the Board practices a strong culture of open debate and raises challenging questions. The agenda for Board and Board Committee meetings is finalised on consultation between the Chairman of the Board and respective Committees. Board meetings are convened immediately following the finalisation of the Company’s quarterly and final results for the Board to review and approve prior to announcement to Bursa Malaysia. The Board agenda and papers are circulated to the Board at least five (5) days prior to each Board meeting, proving Directors with sufficient time to review, consider and deliberate knowledgeably on the issues to facilitate informed decisionmaking. Board papers are accessed by the Directors through a collaborative software platform that enables them to review and read the Board papers electronically and discuss with each other and the Company Secretary. The Directors may seek independent professional advice at the Group’s expense to assist them in carrying out their duties. They have unrestricted access to any information relating to the Group that is necessary to discharge their duties. The Board conducts robust and inclusive deliberations at Board and Board Committee meetings to ensure that all Directors have the opportunity to participate and contribute to the decision-making process. Vigorous deliberations and at Board and Board Committee meetings promote constructive and healthy dialogue. Directors are expected to attend at least 75% of the total Board meetings in any applicable financial year and must not appoint another person to attend/participate in a Board meeting on their behalf. The Directors’ commitment in carrying out their duties and responsibilities is reflected by their attendance at the meetings of the Board and Board Committees. The Board is satisfied that each Director has devoted sufficient time to effectively discharge his/her responsibilities. In addition, to ensure the Directors will remain committed and be able to provide sufficient focus on their responsibilities, their involvement in other EPCs are limited to not more than ten (10). EPCs are defined as holding directorship or any position (executive or non-executive) in organisations other than Bank Islam. The above limit is subject to the maximum number of directorships in listed companies must not be more than five (5). Directors must immediately declare if they have any interest in any transaction or any possible or potential conflict on matters put forth for deliberation and approval at a Board meeting that are to be entered directly or indirectly with the Company. They must disclose the extent and nature of their interest at the Board meeting or as soon as practicable after they become aware of the conflict of interest. They must abstain from deliberation, participating and voting on the matter to allow unbiased and free discussion and decisionmaking. 213 1 2 3 4 5 6 7 8 9 www.bankislam.com ACCOUNTABILITY
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