BIMB Integrated Annual Report 2017

BOARD EVALUATION An objective and well-managed board evaluation process can lead to substantial improvement in the Board’s effectiveness which will eventually bring significant benefits to the Company. Through a Board and Peer Annual Assessment (“ Board Evaluation ”), the NRC undertakes a formal and transparent process to assess the effectiveness of individual Directors, Board Committees and the Board as a whole. The factors considered, amongst others, include the following: PEERS/INDIVIDUAL DIRECTOR • Contribution of the Director in meetings, when confronted with the conflict and his/her willingness to challenge prevailing opinion; • Quality of input provided by the Director; • Contribution to interaction and the Director’s understanding of his/her roles and responsibilities i.e., in his/her capacity as a Director in general, Chairman of Board and Board Committees as well as an Independent Director. BOARD COMMITTEE • Terms of Reference; • Skill and competency; • Meeting and administration; • Conduct of meeting; • Communication to the Board; • Area of focus specific to each Board Committee; • Effective role in supporting and facilitating the Board’s effectiveness in discharging its responsibilities; • Sufficient access to review matters deliberated. BOARD • The responsibilities of the Board in relation to strategic planning, risk management, performance management, financial reporting and succession planning; • Board communication and corporate governance; • Board operation and interaction; • The Board’s composition, size and background; • The contributions of each member at the Board meetings, decision-making and output. Where necessary, an external consultant/expert will be engaged to assist in and lend objectivity to the annual assessment. During the period under review, the process was internally facilitated and conducted through questionnaires circulated to the Board covering a variety of aspects associated with the board effectiveness such as Board Structure, Board Operations and Interaction, Board Roles and Responsibilities, Understanding the Committees’ Roles, Mix of Skills and Knowledge and Commitment of Members. These questionnaires were designed to recognise the Board’s strengths and to identify gaps or areas for improvement for the Board and its Committees. Upon completion of the evaluation, the Group Company Secretary would compile the results for the Board’s deliberation and approval of any action plan required. The Chairman will engage and discuss the peer assessment results with individual members if necessary. Having considered the results of the annual evaluation for the Financial Year under review, the NRC concluded that the Directors and respective Board Committees as a whole have remained effective and have consistently met high performance standards and all expectations. This indicates that the Directors have continuously fulfilled their responsibilities as Members of the Board and Board Committees. The key operating subsidiaries also performed individual assessment of its Directors, CEO as well as other key responsible persons and its Shariah Committee members annually. The assessment covers amongst other the person’s probity, personal integrity and reputation, competence and capability, and financial integrity. 133 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis