BIMB Integrated Annual Report 2017

BOARD COMMITTEE Role and Responsibilities: ✔ Establish a formal and transparent procedure for the appointment of directors, Chief Executive Officer, Board Committee members and key senior management personnel. ✔ Assess and evaluate the performance and effectiveness of the individual directors, independence of independent directors and members of the Board Committees as a whole. ✔ Recommending a framework of remuneration for directors and Board Committees. ✔ Ensure that the compensation structure is competitive and consistent with the Company’s culture, objectives and strategy. BOARD RISK COMMITTEE (“BRC”) MEETING ATTENDANCE % Chairman: Encik Mohd Tarmidzi Ahmad Nordin 06/06 100 Members: Tan Sri Ismail Adam* (appointed w.e.f. 31 May 2017) 04/04 100 Noraini Che Dan* (appointed w.e.f. 2 February 2018) 06/06 100 Zahari @ Mohd Zin Idris* (retired w.e.f. 17 May 2017) 02/02 100 All current members are an Independent Non-Executive Directors Role and Responsibilities: ✔ Oversee the Group activities in managing Credit risk, Market risk, Liquidity risk, Operational risk, Legal risk, Shariah risk and other risks. ✔ Ensure that the risk management process is in place and functioning effectively. Notes: * Reflects the number of meetings during the time the Member held office Details of activities of the Board Committees are set out within the relevant Committee reports from pages 114 to 138 of this Integrated Annual Report. Each committee’s TOR sets out its role, responsibilities, composition and structure. Although the Board has granted such discretionary authority to these Board Committees to deliberate and decide on certain key and operational matters, the ultimate responsibility and the final decision on specific matters lies with the Board. The AEC, the BRC and the NRC are chaired by Independent Directors. The Chairman of the respective Committees is responsible for the effective operations of that Committee and the fulfilment of their duties which are clearly outlined in the TOR approved by the Board. The TOR of the Board Committees are regularly reviewed to ensure that they remain relevant and aligned with BHB’s corporate mission and vision. Board Committee members are appointed by the Board on the recommendation of the NRC. The Committee memberships are structured to spread responsibility and optimise the range of skills across the Board. Membership of the various Committees is reviewed regularly and is structured to provide the appropriate overlap of membership to ensure cohesive information flow between the Committees. The Committee members are expected to attend each Committee meeting, unless there are exceptional circumstances that prevent them from doing so. Each Board Committee is entitled to seek information from any employee of the Company and to obtain professional advice as the Board Committee deems appropriate in its discretion. 109 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis