BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Meeting BHB has a highly engaged Board with diverse perspectives. The Board and Board Committee meetings are held regularly to discuss key matters such as strategic, governance and operational issues. The Board and Board Committees’ procedures were as follows:- BEFORE MEETING AT EVERY MEETING FREQUENT AND EFFECTIVE ENGAGEMENT WITH THE BOARD • All Board and Board Committee meetings are planned and scheduled well in advance in consultation with the Directors • The Chairman oversees the setting of the agenda of Board meetings in consultation with the CEO to ensure that there is sufficient information and time to address all agenda items • The agenda of the Board meetings is carefully thought out and well- managed. At the same time, the agenda allows for flexibility when it is needed • Directors are provided with complete information related to the agenda a timely manner. For example, Management provides Board members with detailed reports on the Group’s financial performance prior to the Board meeting • A comprehensive Board paper comprising the objectives, background, purposes, implications, risk, appropriate analysis/statistic, recommendations and other relevant information is prepared to enable the Board to make informed and effective decisions • The Chairman promotes open and frank debates by all Directors at Board meetings. The Board members come well prepared and engage in robust discussions on key matters pertaining to the Company and Group • If there are any situations where there is a conflict of interest, the Director in question will excuse himself or herself from the discussions and abstain from participating in the deliberation of the said matter • Chairperson of each Board Committees provide a thorough update on significant matters discussed at the Board Committee meetings which are typically scheduled before the Board meeting • The CEO gives a complete and comprehensive update on the Group’s business and operations as well as a macro perspective on industry trends and development • The Group Chief Financial Officer (“ GCFO ”) presents the financial performance and significant financial highlights • Key Senior Management and external advisors may be invited to attend Board meeting to advise the Board when matters under their purview are being considered to enable informed decision-making • The Board is regularly updated on the performance of BHB and Group • Where there is no scheduled Board meetings, Board’s approvals for matters in the ordinary course of business can be obtained through the circulation of written resolutions • Ad-hoc meetings are held when necessary. There were four (4) ad-hoc special Board meetings held in 2017 • The GCFO provides the Board with detailed financial performance reports every two (2) months • Directors have direct access to the Management and may request from Management any additional information to make informed and timely decisions • Throughout the year, the Directors also have various opportunities to interact with members of the Group Management Committee (for instance at Hari Raya gathering or Induction) 102 BIMB HOLDINGS BERHAD Integrated Annual Report 2017