BIMB Integrated Annual Report 2017

The age, ethnicity and tenure of the existing BHB’s Directors as the date of this statement are depicted below:- NO. DIRECTOR’S NAME AGE NATIONALITY/ ETHNICITY DATE OF APPOINTMENT TENURE YEAR (YR)/ MONTH (MTH) Independent Non-Executive Directors 1 Tan Sri Ambrin Buang 69 Malaysian/Malay 2 February 2018 3 mths 2 Tan Sri Ismail Adam 67 Malaysian/Malay 3 January 2011 7 yrs 3 mths 3 Encik Mohd Tarmidzi Ahmad Nordin 63 Malaysian/Malay 29 June 2015 2 yrs 10 mths 4 Puan Noraini Che Dan 62 Malaysian/Malay 1 April 2016 2 yrs Non-Independent Non-Executive Directors 5 Datuk Rozaida Omar 55 Malaysian/Malay 1 December 2009 8 yrs 4 mths 6 Puan Rifina Md Ariff 51 Malaysian/Malay 1 April 2014 4 yrs The Independent Non-Executive Directors continue to be independent of Management and free from any undue influence from interested parties which could materially interfere with the exercise of their independent judgement. In discharging their responsibilities during each Board and Committee meeting, the Independent Non-Executive Directors were thorough in deliberating issues of concern, inquisitive, frank and judicious in every decision-making process. They were impartial in their views and liberal with their advice based on their expertise, safeguarding the Company’s and stakeholders’ best interests in every major decision. The Independent Non-Executive Directors participated actively in the Board’s deliberations and decision-making, challenging the Management to perform better and more efficiently. These values are most clearly illustrated in the main Board Committees chaired by the Independent Non-Executive Directors namely the Audit & Examination Committee, the Board Risk Committee and the Nomination & Remuneration Committee. Specific disclosure on the activities of the NRC in relation to Practice 4.4 of the MCCG 2017 are provided at pages 124 to 134 of this Integrated Annual Report and in the CG Report. Board Commitment Each Director has devoted his/her time sufficiently to carry out his/her responsibilities. The Board Charter states that a Director, upon acceptance of his/her appointment, must commit sufficient time to carry out his duties and declare to the Board details of all other significant business and interests, indicating broadly the time spent on such commitments. Prior to accepting any new directorship, the Director should notify the Chairman on the new directorship. The Director must advise the Board and the Group Company Secretary of any subsequent changes to these commitments and the Group Company Secretary is to monitor the number of directorships and the changes, if any, of each Director on the Board. The Board also took note of the expectation on Directors’ time commitment to carry out their responsibilities. In this regard, BHB’s Board Charter, stipulates that the maximum number of external professional commitments of each Director must not be more than ten (10) unless with prior approval of the Board. To date, the Directors of BHB have complied with the Listing Requirements of not holding more than five (5) directorships in listed companies. The Board is satisfied that the current number of directorships held by the Board Members does not impair their ability or judgement in discharging their roles and responsibilities. 107 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis