BIMB Integrated Annual Report 2017

2 SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements. Intended Outcome Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company. Practice 1.1 The board should set the company’s strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. The board should set the company’s values and standards, and ensure that its obligations to its shareholders and other stakeholders are understood and met. Application : Applied Explanation on application of the practice : The Board is responsible for the leadership, oversight, control, development and long-term success of BIMB Holdings Berhad (“ BHB ”) and Group and also for instilling the appropriate culture, values and behaviour throughout the organisation. The Board is satisfied that BHB’s current Board composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all stakeholders and to govern our Company effectively. Our governance processes, culture of integrity and openness, and a diversity of perspective continue to support the Board in delivering a sustainable and successful BHB Group. The Board Committees continue to play a vital role in supporting the Board. Board Roles and Responsibility The Board has the fiduciary duties to exercise their authority for a proper purpose, in good faith and in the best interest of the Company. In discharging their duties, the Directors of BHB exercise reasonable care, skill and diligence with the knowledge, proficiency and experience which is expected of a Director. The Board has the overall responsibility for promoting the sustainable growth and financial soundness of BHB and for ensuring reasonable standards of fair dealing, without undue influence from any party. This includes a consideration of the long-term strategy and direction of the Board’s decision on BHB, its stakeholders and the general public. The role of the Board is contained in its TOR as well as the Board Charter which are available on the Company’s website www.bimbholdings.com . The TOR also prescribed matters specifically reserved for the Board amongst others covering areas such as strategy, business planning and budget, financial management, investment, divestment, corporate