BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT During each Board meeting, the Chairman of each Board Committee shall then present to the Board its recommendations for the Board’s approval accordingly. This permits the Board to raise any comments/views on all deliberations. All deliberations and recommendations must be minuted and approved by each Board Committee and confirmed by the Chairman of each Board Committee at their respective Board Committee meetings. The Chairman of the Committees as well as Shariah Supervisory Council reports on matters dealt with at their respective meetings to the Board. Minutes of the AEC, BRC and NRC meetings are also presented at Board meetings for further discussion and direction, if any. Based on the annual evaluation of each standing Board Committee for this Financial Year under review, the Board unanimously resolves that each Board Committee has discharged its roles and responsibilities effectively as guided by its respective TOR. The Board Committees activities for the year under review are as follows:- BOARD COMMITTEE MAIN AREAS OF OVERSIGHT NUMBER OF MEETINGS IN 2017 AEC • Comprises 3 members, all of whom are Independent Directors • Financial reporting • Internal controls • Internal audit report • Internal audit function • External audit • Related party transactions • Compliance reporting 7 meetings held to discuss the following: • Matters relating to BHB • Matters relating to quarterly financial performance • Matters relating to Internal Audit report of BHB and its wholly-owned subsidiaries • Annual performance review for Internal Audit • Matters relating to compliance and internal guidelines • 2 meetings with the External Auditors without the presence of Senior Management NRC • Comprises 3 members, all of whom are Independent Directors • Membership and performance of Board and Board Committee • Independence of Directors • Succession planning of CEO and Senior Management • Remuneration of Directors and Senior Management • Appointment and re-appointment of Directors 5 meetings held to discuss the following: • Board Composition • Board Nomination at Group level • Board Effectiveness Assessment • Board and Board Committees Remuneration • CEO and Senior Management Remuneration • Material Risk Taker BRC • Comprises 3 members, all of whom are Independent Directors • Risk appetite • Risk governance • Risk framework • Risk management practices and policies • Compliance risk • Risk strategy 6 meetings held to discuss the following: • Risk Management Policies • Risk Appetite • Risk Profile • Risk Strategy • Risk Management Objectives Notes: Further information on the Board Committees can be found in their respective TOR, available at www.bimbholdings.com; About Us – Corporate Governance – Board Committees The members of the Board Committees together with their attendance can be found on pages 108 to 109 of this Integrated Annual Report. 110 BIMB HOLDINGS BERHAD Integrated Annual Report 2017