BIMB Integrated Annual Report 2017

The changes that were made, took into account the requirements under BNM CG Policy. The members of the Board Committees comprised solely Independent Non-Executive Directors. COMPOSITION OF THE BOARD The Board of BHB currently consists of six (6) Non-Executive Directors. Four (4) are Independent Non-Executive Directors, including the Chairman, whilst two (2) are Non-Independent Non-Executive Directors whom are nominees of Lembaga Tabung Haji. The Independent Directors make up more than half of the Board, as recommended by the MCCG 2017 and in compliance with the Listing Requirements and BNM CG Policy. The Independent Non-Executive Directors are independent of Management and free of any business or other relationship or circumstances that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. The Company’s Constitution provides that the Company must have at least five (5) Directors but not more than 15 Directors. The Board is satisfied that it currently has an appropriate balance of skills, experience, knowledge and independence to deliver the Group’s strategy, to enable the Non-Executive Directors to effectively challenge the views of the Management and to satisfy the requirements of good governance. Within the Board there is diversity and a wealth of knowledge, experience and skills in the area of accountancy, banking, takaful, public administration and fund management, human resources management, corporate finance and risk management. A brief profile of each member of the Board is provided on pages 70 to 75 of this Integrated Annual Report. The diverse background and expertise of the Directors brings new perspective to the Company and its Group’s operations and enhances the effectiveness of the Board. APPOINTMENT OF A DIRECTOR There is a formal and transparent process for the appointment of a new Director. The NRC, which has been delegated by the Board to oversee the process, will consider all proposals for the appointment of new Directors. The procedure is in line with the Company’s Policy on Fit and Proper Criteria for Key Responsible Persons (“ KRP Policy ”). The KRP Policy outlines the attributes/qualifications required by a candidate to be deemed ‘fit and proper’ for the appointment as a Director and has been implemented since August 2011. The NRC makes the recommendation to the Board on the suitability of candidates for appointment as Directors and that the candidates satisfy the requisite skills and core competencies in accordance with the KRP Policy of the Company, Listing Requirements, MCCG 2017, BNM CG Policy and BNM’s Guideline on Fit & Proper. In assessing the suitability of a candidate, the NRC also conducts an interview with the candidate. Based on the NRC’s recommendation, the Board will decide on the proposed appointment based on the merit and the KRP Policy. In determining if an individual is ‘fit and proper’ to hold the position of a Director, the following shall be taken into consideration: • His/her probity, diligence, competence and soundness of judgment; • His/her reputation, character, integrity (including financial integrity) and honesty; • His/her history of offence(s) involving fraud/ dishonesty/violence; • Whether he/she has been engaged in deceitful/ oppressive/improper business practices or any practices which would discredit him/her; • Whether he/she has been engaged/associated/ had conducted himself/herself in a manner which may cast doubt on his/her fitness, competence and soundness of judgment; • Whether he/she has contravened any provision made by or under any written law designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice; and • Whether he/she has been declared a bankrupt. 129 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis