BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT MEMBERSHIP & ATTENDANCE The NRC members and details of their attendance at NRC meetings held during the Financial Year can be found on pages 108 to 109 of this Integrated Annual Report. The NRC consists of three (3) Independent Non-Executive Directors and chaired by Tan Sri Ismail Adam (“ Tan Sri Ismail ”), a Senior Independent Non-Executive Director. Tan Sri Ismail was the former Director General of Public Service Malaysia and has served as a public servant for more than 38 years. Whilst the NRC TOR requires the NRC to meet at least once a year, during the year under review, the NRC had met five (5) times. Aside from the NRC members, the Chief Executive Officer (“ CEO ”) and the Group Company Secretary are in attendance at all the meetings. ROLE OF THE COMMITTEE The Committee ensures there is a formal and appropriate procedure for the appointment/re-appointment of Directors to the Board and of key Senior Management. The Committee is responsible for leading this process and making recommendations to the Board. The Committee makes recommendations to the Board on the Company’s framework and policy for the remuneration of the Non-Executive Directors and key Senior Management. The main responsibilities of the NRC are as follows: Nomination • Review the structure, size and composition of the Board and make recommendations to the Board on any adjustments that are deemed necessary including in terms of the appropriate size and skills, gender diversity and the balance between Executive Directors, Non-Executive Directors and Independent Directors regularly; • Review and recommend to the Board the fit and proper criteria of a director, the CEO and key Senior Management; • Perform the fit and proper assessment on the nominees for directorship, membership in Board committees, the CEO and key Senior Management and make appropriate recommendation to the Board; • Recommend to the Board the removal of any directors, the CEO and key Senior Management from the Board/ Committee/Management if they are ineffective, errant and negligent in discharging their responsibilities; • In consultation with the Chairman, regularly or at least once a year, review the performance of individual directors, CEO and key Senior Management and evaluate the effectiveness of the Board as a whole and report to the Board as may be necessary; Remuneration • Review and recommend to the Board the overall remuneration policy for Directors, CEO, key Senior Management personnel and such function as determined by the Board. The remuneration policy should: (i) Be documented and approved by the full Board and any changes thereto should be subject to endorsement of the full Board; (ii) Support the Company’s culture, objectives and strategy; (iii) Reflect the level of responsibility and commitment borne by the individual directors, the CEO and key Senior Management personnel; and (iv) Be sufficient to attract and retain Directors, the CEO and key Senior Management personnel of calibre that are needed to manage the Company smoothly and effectively. • Review and recommend to the Board specific remuneration packages for Directors, the CEO and key Senior Management personnel. The remuneration packages should: (i) Be based on an objective consideration and approved by the full Board; 126 BIMB HOLDINGS BERHAD Integrated Annual Report 2017