BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT In the event where a Director deals in the Company’s shares outside the closed period, the Director must give written notice of the said deal to the Company Secretary within 3 market days after the deal has occurred. BHB will then immediately announce the notice to Bursa Securities. During the year under review, there were no transactions by any of the Directors in the shares of the Company. BOARD ACTIVITIES AND MEETINGS Board Activities Some of the activities in 2017/2018 considered by the Board in relation to strategic priorities are set out below:- ACTIVITIES MATTERS CONSIDERED BY THE BOARD Reviewing and adopting a strategic plan The Board plays a pivotal role in reviewing the Company’s strategic direction and approving corporate strategic initiatives developed by the Management. The Board deliberates annually on the Company’s strategy and business plans as proposed by the Management, including the annual capital and revenue budget for the ensuing year as well as the Key Performance Indicators (“ KPIs ”). This will ensure that the KPIs correspond with the Company’s annual strategic and business plan. The Board reviews and deliberates on the Management’s views/ assumptions in ensuring the best decisions are reached after considering all relevant aspects. Based on the annual evaluation for the financial year under review, the Board collectively concurs that it has reviewed the Company’s strategic and financial plan as well as monitored its implementation, including the setting of suitable KPIs in achieving the Company’s objectives. Oversee and Evaluate the Conduct of the Company’s business The CEO is responsible for managing the day-to-day operations of the Company and implementing the Company strategies and policies as agreed by the Board. In doing so he is well supported by the Management. The performance of the Management is measured through the Company’s and Group’s quarterly financial reports. The Board, on a continuous basis, is well informed of the progress of the Company’s strategic initiatives and critical operational issues as well as of the Group’s performance. Identify and Manage Principal Risk The Board Risk Committee (“ BRC ”) assists the Board in overseeing the establishment, implementation and effectiveness of the risk management system. The BRC on behalf of the Board also approves risk management policies/practices, review periodic reports on risk management and makes relevant recommendations to the Board for its approval. Details of the BRC and the risk management dashboard are set out in the BRC Report and Statement of Risk Management and Internal Control of this Integrated Annual Report. Based on the annual evaluation for the Financial Year under review, the Board collectively agrees that it has discharged its roles in identifying principal risks and in ensuring that the Group has put in place an adequate risk management framework to effectively monitor and manage the risk of its operational business. 100 BIMB HOLDINGS BERHAD Integrated Annual Report 2017