BIMB Integrated Annual Report 2017

Conflict of Interest Pursuant to BNM CG Policy, the Listing Requirement and the Companies Act 2016, the Directors are required to declare their interest, including whether such interest arises through close family members. The Board is attentive to the possibility of potential conflict of interest situations involving the Directors and the Company and affirms its commitment to ensure that such situation of conflict is avoided. The Board Charter accentuates that in the event where there may be a conflict of interest, the interested Director shall declare at the beginning of the Board meeting the facts and nature of the conflict and to abstain from participating in discussions and decisions on the matters which directly involved the said Director. In circumstances where a Director is unsure as to whether or not a conflict of interest exists or is material, he/she would discuss the matter with the Chairman prior to the meeting. Where a conflict of interest exists and the Director does not declare his or her interest and/or offer to withdraw, the Chairman should, if he is aware, takes appropriate action to highlight the conflict. In the event of any non-compliance with any requirement on conflict of interest, the Board may or impose such actions as it considers appropriate in the best interest of the Company. Directors Trading During Closed Period Directors of BHB are prohibited from trading in any affected securities based on price sensitive information and/or knowledge which have not been publicly announced. In accordance with Paragraph 14.04 of the Listing Requirements, the Directors of the Company are reminded that they must not engage in dealings of the Company’s shares or of other listed issuers as long as the Directors are in possession of price-sensitive information relating to such listed issuers. However, Directors who are not in possession of price-sensitive information relating to the Company may engage in dealings with such listed securities during a ‘closed period’ (i.e. the period commencing 30 calendar days before the targeted date of announcement to the Bursa Securities of the quarterly results, up to one full market day after the announcement of the Company’s results for the financial quarter) provided that the Directors comply with Paragraph 14.08 of the Listing Requirements. The Board of Directors are reminded on quarterly basis to refrain from dealing in the Company’s shares one (1) month prior to the release of BHB’s quarterly financial results. BHB has in place a process that must be complied with if any of the Directors wishes to deal in the Company’s shares as follows: (a) Prior to the proposed dealing, the Director must give written notice to BHB of his/her intention to deal; (b) Upon receipt of such notice, BHB will make an immediate announcement to Bursa Securities stating the following:- (i) the Director’s current shareholdings in the Company; and (ii) the Director’s intention to deal in the shares of the Company during a closed period; (c) The proposed deal can only be effected after one full market day of the announcement being made to Bursa Securities; (d) Subsequently, the Director must give notice of the deal in writing to the Company Secretary within one full market day after the deal has occurred. BHB will immediately announce such notice to Bursa Securities stating the following:- (i) the date on which the deal occurred; (ii) the consideration for the deal; and (iii) the number of shares involved in the deal, both in absolute terms and as a percentage of all issued shares of that class in the Company; (e) The Company Secretary will then table at the forthcoming meeting of the Board of Directors, a summary of dealings notified by the Director for notification purposes. 99 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis