BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT Upon the Board’s concurrence, an application for the appointment of a director would be submitted to BNM for its approval. The selection criteria and process for the appointments of Directors to the Board are detailed in the Board Charter available at www.bimbholdings.com About Us – Corporate Governance – Board Charter The process flow for the appointment of a new Director is as follows: RE-ELECTION AND RE-APPOINTMENT OF DIRECTORS The Directors’ performance is used as the basis in recommending to the shareholders their re-election and re-appointment. An annual evaluation and independence assessment of the Directors are conducted and the results are assessed by the NRC and communicated to the Board. Where relevant, recommendations are made to the Board for certain actions to be taken to address issues or concerns on the Board’s effectiveness and composition. The annual evaluation and independence assessment of the Directors covers the assessment on the Directors’ professionalism, experience, material relationship, competency and commitment in performing their respective duties. The NRC has concluded that all Directors who are seeking re-election at the forthcoming AGM have met the Board’s expectation by continuously discharging their duties diligently as Directors of the Company. For the re-appointment of Directors to BNM, the NRC will first assess the Directors who are due for re-appointment and then submit its recommendation to the Board for deliberation and approval. Upon obtaining the Board’s endorsement, the relevant submission, supported by the justifications for such re- appointment, is made to BNM for its approval three (3) months prior to the expiry of the Director’s tenure. Details of the Directors who are due for re-election at the forthcoming AGM are disclosed on page 332 of this Integrated Annual Report. Identification of candidates Evaluation of suitability on Fit and Proper Interview session by NRC Board Approval Deliberation by NRC and recommendation to the Board In February 2018, following the retirement of the former Chairman, Tan Sri Samsudin Osman, BHB had appointed Tan Sri Ambrin Buang as its new Chairman, with effect from 2 February 2018. At the forthcoming AGM, Tan Sri Amrin Buang is retiring in accordance with Article 66 of the Company’s Constitution, and being eligible, has offered himself for re- election. Encik Mohd Tarmidzi bin Ahmad Nordin and Puan Noraini Che Dan, being Directors who are retiring by rotation in accordance with Article 61 of the Company’s Constitution and being eligible, have also offered themselves for re-election. 130 BIMB HOLDINGS BERHAD Integrated Annual Report 2017