BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Attendance In FY2017, the Board held 10 Board meetings, six (6) of which were scheduled and four (4) unscheduled. The four unscheduled meetings were held to discuss, among others, the strategic direction and leadership of the corporate restructuring exercise. All Directors has complied with the Listing Requirements of attending not less than 50% of the Board meetings held during the Financial Year. This reflects Board members’ commitment and dedication in fulfilling their duties and responsibilities. In relation to BNM CG Policy, all Directors had attended at least 75% of the Board meetings held except for Tan Sri Ismail Adam and Puan Noraini Che Dan who attended 70% of the Board meetings. Directors who were unable to attend a meeting were encouraged to give the Chairman their views and comments on matters to be discussed in advance. The breakdown of Board, Board Committees and General Meetings held and Directors’ attendances are set out below. Directors’ attendance at Board meetings and General meetings DIRECTORS DESIGNATION BOARD MEETINGS ANNUAL GENERAL MEETING ATTENDANCE % Current Directors Tan Sri Ismail Adam Senior Independent 07/10 70 01/01 Datuk Rozaida Omar Non-Independent 09/10 90 01/01 Mohd Tarmidzi Ahmad Nordin Independent 10/10 100 01/01 Rifina Md Ariff Non-Independent 09/10 90 01/01 Noraini Che Dan Independent 07/10 70 01/01 Tan Sri Ambrin Buang (appointed w.e.f. 2 February 2018) Chairman/Independent n/a n/a n/a Former Directors Tan Sri Samsudin Osman (retired w.e.f. 31 January 2018) Chairman/Independent 10/10* 100 01/01 Datuk Zaiton Mohd Hassan (retired w.e.f. 1 February 2018) Independent 10/10* 100 01/01 Zahari @ Mohd Zin Idris (retired w.e.f. 17 May 2017) Non-Independent 04/04* 100 01/01 Notes: * Reflects the number of meetings held during the time the Directors held office. ALL MEMBERS HAVE COMPLIED WITH THE MINIMUM ATTENDANCE AS STIPULATED IN THE LISTING REQUIREMENTS OF NOT LESS THAN 50% AND SIX MEMBERS HAVE COMPLIED WITH BNM CG POLICYOF NOT LESS THAN 75% OVERALL PERCENTAGE OF THE BOARD MEETINGS ATTENDED BY THE MEMBERS 90% AVERAGE NUMBER OF HOURS SPEND ON EACH BOARD OF DIRECTORS’ MEETING WAS 2 HOURS AND 28 MINS TOTAL HOURS OF BOARD AND BOARD COMMITTEE MEETINGS WAS 43.05 HOURS TOTAL BOARD MEETINGS HOURS 23.15 HOURS 104 BIMB HOLDINGS BERHAD Integrated Annual Report 2017