BIMB Integrated Annual Report 2017

BEFORE MEETING AT EVERY MEETING FREQUENT AND EFFECTIVE ENGAGEMENT WITH THE BOARD • All materials for Board and Board Committee meetings are circulated to Board members electronically and in hard copies at least five (5) days prior to the meetings. This permits prior review by the Directors and if necessary, the provision of further information for deliberation at the meeting to ensure informed decision- making • Any Director may request matters to be included in the agenda • When exigencies prevent a Director from attending a Board or Board Committee meeting in person, that Director can participate by telephone or video-conference • Directors have the discretion to engage external advisers • As members of the key Senior Management are present at all Board meetings, Directors have the opportunity to discuss specific areas with them and give constructive challenge to ideas • In compliance with the BNM CG Policy and Listing Requirements, disclosures of the individual Directors and their respective related concerns are tabled • External professionals or in-house subject matter experts are also invited to present key topics identified by the Board as well as updates on corporate restructuring, corporate governance, risk management, capital, tax, accounting, listing and other regulations, which may have an impact on BHB’ affairs • Decisions of the Board and Board Committees are made unanimously or by consensus. These decisions and conclusions are recorded in the Board minutes • Minutes of the meetings are circulated earlier to all Directors for their perusal prior to the meetings. The Directors may request for clarification or raise comments on the minutes prior to their confirmation. After the Directors’ confirmation, the Chairman of the meeting signs the minutes as a correct record of the proceedings. The Directors are also informed of announcements made to Bursa Securities for their notification • Directors have ongoing interactions across various levels, functions within BHB and Group. This allows Directors to have a better understanding of the business and operations of BHB and Group. In addition, some Directors also sit on the Boards of the subsidiaries in the Group; this arrangement gives the Board access to first hand insight on the activities of these subsidiaries • Directors have separate and independent access to the Group Company Secretary at all times. The Group Company Secretary attends all Board and Board Committees meetings and generally assists Directors in the discharge of their duties. The Group Company Secretary facilitates communication between the Board, its Board Committees and Management. The Group Company Secretary helps with the induction of new Directors. The appointment and removal of the Group Company Secretary require the approval of the Board 103 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis