BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT The NRC reviewed the size, composition and diversity of the Board as well as the mix of existing and desired competencies of members in its succession planning. Based on the recommendations of the NRC, the Board concurred that the current size and composition of the Board is conducive to facilitate effective decision-making based on a diversity of perspectives and skills, in the best interests of the Company. In view of the need to ensure proper processes are in place to manage succession issues at the Board level, an appropriate process for the selection, nomination and appointment of suitable candidates to the Board has been put in place. The NRC is entrusted with the responsibility of assessing and considering the capabilities, commitment and qualities of candidates to be appointed as Board Members as well as Board Committees’ Members. In its assessment, the NRC will take into account the required mix of skills, background, experience/expertise/knowledge relevant to Company’s business, existing commitment and potential conflict of interest. Following each appointment, a letter of appointment will be issued and the Group Company Secretary shall undertake the necessary as authorised by the Board, so as to ensure the appointment is in accordance with the statutory requirements as prescribed by the Listing Requirements and BNM CG Policy. All necessary information will be obtained from the newly appointed Director for the Company’s records and for meeting the statutory requirements and other applicable rules and regulations. SUCCESSION PLANNING The Board assisted by the NRC is responsible for developing plans to identify the necessary and desirable competencies and skills of Directors and succession plans to ensure there is an appropriate dynamic of skills, experience, expertise and diversity on the Board. The NRC also perform an oversight function for the appointment as well as the succession planning for key Senior Management. During the period under review, there were three (3) members of the Board who retired. They were Encik Zahari @ Mohd Zin Idris (retired on 17 May 2017), Tan Sri Samsudin Osman (retired on 31 January 2018) and Datuk Zaiton Mohd Hassan (retired on 1 February 2018). Consequently, the composition of the Board Committees was revised and Tan Sri Ambrin Buang was appointed as the new Chairman of the Board on 2 February 2018. During the period under review, the following changes were made to the Board Committees:- COMMITTEE PREVIOUS COMPOSITION NEW COMPOSITION AEC Chairman: Datuk Zaiton Mohd Hassan Members: Noraini Che Dan Tan Sri Ismail Adam Mohd Tarmidzi Ahmad Nordin Zahari @ Mohd Zin Idris Chairman: Noraini Che Dan Members: Tan Sri Ismail Adam Mohd Tarmidzi Ahmad Nordin NRC Chairman: Tan Sri Ismail Adam Members: Datuk Zaiton Mohd Hassan Mohd Tarmidzi Ahmad Nordin Chairman: Tan Sri Ismail Adam Members: Noraini Che Dan Mohd Tarmidzi Ahmad Nordin BRC Chairman: Mohd Tarmidzi Ahmad Nordin Members: Zahari @ Mohd Zin Idris Noraini Che Dan Chairman: Mohd Tarmidzi Ahmad Nordin Members: Tan Sri Ismail Adam Noraini Che Dan 128 BIMB HOLDINGS BERHAD Integrated Annual Report 2017