BIMB Integrated Annual Report 2017

BOARD DIVERSITY AND COMPOSITION Board Composition Currently, the Board comprised six (6) Directors of which:- (a) Two (2) are Non-Independent Non-Executive Directors; and (b) Four (4) are Independent Non-Executive Directors. The present composition of the Board meets the minimum 1/3 requirement of independent directors as stipulated in the Listing Requirements as well as the requirement of having a majority of Independent Directors on the board as set out in BNM CG Policy. The majority Independent Non-Executive Directors assure effective checks and balances in the function of the Board. The two (2) Non-Independent Non-Executive Directors namely Datuk Rozaida Omar and Puan Rifina Md Ariff are nominees of Lembaga Tabung Haji. The composition also reflects the interest of BHB’s majority shareholder which is adequately represented by the appointment of its Nominee’s Director. A Nominee Director has the fiduciary duty to act in the best interest of the Company. In the event of any conflict such Nominee Director shall not subordinate his/her duty to act in the best interest of the Company to his/her duty to the nominator. The conduct/ manner of the Nominee Director in exerting the influence of the shareholder is assessed via the annual Board evaluation exercise. This is a requirement under BNM’s Shareholders Suitability Policy. In 2017 and 2018, there were changes to the Board composition as follows:- • Encik Zahari @ Mohd Zin Idris retired as a Non-Independent Non-Executive Director on 17 May 2017; • Tan Sri Samsudin Osman retired as an Independent Non-Executive Chairman on 31 January 2018; • Datuk Zaiton Mohd Hassan retired as an Independent Non-Executive Director on 1 February 2018; and • Tan Sri Ambrin Buang appointed as an Independent Non-Executive Director on 2 February 2018. The Board is committed to ensuring diversity and inclusiveness in its composition and deliberations and the Company embraces the proposition that having a diverse Board would have a positive, value-relevant impact on the Company. In this regard, the Board considers diversity from a number of different aspects, including gender, age, educational background, professional experience, skills, knowledge and length of service. In term of gender, the Board has surpassed the 30% women on Board in Public Listed Companies as champion by the Minister of Woman, Family and Community Development as set out under the Corporate Governance Blueprint. 105 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis