BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT Indemnification of Directors and Officers Directors and Officers are indemnified under Directors and Officers Liability Insurance against any liability incurred by them in the discharge of their duties while holding office as Directors and Officers of the Company. The Directors and Officers shall not be indemnified where there is any negligence, fraud, breach of duty or breach of trust proven against them. The existing policy period of insurance is from 31 August 2017 to 30 August 2018 with worldwide coverage of up to RM50.0 million for each and every claim. It protects the Directors and Officers from loss resulting from claims made against them alleging a wrongful act in the discharge of their duties on behalf of BHB. This insurance does not, however, provide coverage in the event of any negligence, fraud, breach of duty, breach of trust or fine upon conviction. Based on the analysis of the risk factors and previous trends, the Board agreed that the existing coverage is adequate to cover the Directors and Officers against claims. During the year under review, the Directors jointly contributed a portion of the premium for this policy. Moving forward, pursuant to the Companies Act 2016, premium payment for the policy will be fully covered by the Company. Access to Information The Board of Directors has full and unrestricted access to all information pertaining to BHB’s affairs including, inter alia, the Group’s financial results, annual budgets, reviews against business plans and progress reports on corporate developments to enable them to discharge their duties effectively. The schedule of Board Meetings is circulated in advance to the Board members. The Agenda and Board meeting papers are disseminated to the Directors at least five (5) days prior to the Board meeting to allow sufficient time for the Directors to study and review the issues and, where necessary, to obtain further information and explanation to facilitate an informed decision. At the Board meeting, the Directors deliberate at length on the agenda prior to making decisions. The Management and the external advisers may be invited to attend the Board meetings when necessary, to furnish the Board with explanations on items tabled or to provide clarification on issue(s) that may be raised by any Director(s). The deliberations and resolutions passed by the Board are recorded properly, and minutes of the meeting are confirmed at the next Board Meeting. The Company Secretary also regularly updates the Board and/ or Management on any changes to regulations and guidelines as issued by BNM, Bursa Securities, Securities Commission, Companies Commission of Malaysia or other regulatory authorities. In addition, the Board has direct and unlimited access to the advice and services of the Management and has the right to seek independent advice on specific matters that in their opinion requires unbiased evaluation, at the expense of BHB. A procedure is in place to facilitate the Board in seeking independent professional advice as follows: (a) A Director may request for independent professional advise by providing the following details: • The nature of the independent advice; • The likely cost of seeking the independent advice; • Details of the independent adviser proposed; (b) The Chairman will consult the Company Secretary whether the request should go directly to the Board or whether it warrants a thorough feasibility study in accordance with relevant BHB policies; (c) Depending on the complexity of the request, the Company Secretary will initiate the process to engage the required advisors; (d) A copy of the report or independent advice will be made available to the Board for deliberation; and (e) All documentation seeking the independent advice must clearly state that advice is sought for the benefit of BHB and must not concern matters of a personal or private nature to the Director or any other individual. 98 BIMB HOLDINGS BERHAD Integrated Annual Report 2017