BIMB Integrated Annual Report 2017

OVERVIEW OF 2017 During the Financial Year under review, the NRC held five (5) meetings on the following matters: • Appointment of new Chairman/Independent Non-Executive Directors; • Re-election and re-appointment of Independent Non-Executive Directors; • Reviewed the status of independence of the Independent Non-Executive Directors; • Annual Assessment of the Board and its Committees; • Reviewed the composition of the Board and Board Committees; • Proposed nomination of Nominee Director of the Company’s key operating subsidiary; • Reviewed and made recommendation to the Board with regard to Directors who sought re-election and re-appointment at the AGM; • Assessed and recommended to the Board the renewal of contract of service and remuneration of key Senior Management; • Reviewed the results of the annual Board evaluation; • Reviewed the Board Charter and TOR of Board and Board Committees; and • Reviewed the remuneration of Non-Executive Directors. • Make recommendations to the Board on: (i) review to the organisation structure of the Company; (ii) succession plan for Directors, CEO and key Senior Management personnel; (iii) re-appointment of any Directors, CEO at the conclusion of his specified term of office as approved by BNM; (iv) re-appointment of Independent Director who has served a cumulative period of nine (9) years; (v) any policies related to Directors including policies on Tenure of Directorship and Directors’ Training; (vi) Assess the conduct/manner of the Nominee Directors in exerting the influence of the shareholder before making any recommendation to the Board on his/her re-appointment; and (vii) Approve any request for Directors to attend training overseas. (ii) Not be decided by the exercise of sole discretion of any one individual or restricted group of individuals; and (iii) Be competitive and consistent with the Company’s culture, objectives and strategy. • Reviewand recommend to the Board, the remuneration of the CEO of the Company; • Review and recommend to the Board the remuneration of Senior Vice President and above within the Company; • Review and recommend to the Board, the quantum and basis of bonus payments to the Management and staff of the Company; and • To review and recommend to the Board, policies pertaining to staff salary, remuneration scheme and benefits. 127 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis