BIMB Integrated Annual Report 2017

19 Intended Outcome There is demarcation of responsibilities between the board, board committees and management. There is clarity in the authority of the board, its committees and individual directors. Practice 2.1 The board has a board charter which is periodically reviewed and published on the company’s website. The board charter clearly identifies–  the respective roles and responsibilities of the board, board committees, individual directors and management; and  issues and decisions reserved for the board. Application : Applied . Explanation on application of the practice : The Board had in January 2017 approved the Board Charter to comply with the Bank Negara Malaysia’s Corporate Governance Policy. The Board Charter set out the key corporate governance principals adopted by the Company. It clearly defined the roles and responsibilities of the Board, Board Committees, Chairperson, Senior Independent Non- Executive Director and Chief Executive Officer (“ CEO ”) in the areas of strategies setting, management of company, succession planning, risk management, integrity of internal controls and communication plan. The Board Charter served as a focal reference on governance and provides guidance to the Board in the assessment of its performance. The Board Charter contains broad principles and requirements on the Board’s governance in accordance with the principles of good corporate governance as set out in the recommendation and guidelines issued by the relevant regulatory authorities. The Board Charter addresses the following pertinent matters:- Board Conduct • Code of Conduct • Conflict of Interest • Shareholders Communication • Dealings in Securities • Whistle Blowing Duties & Responsibilities • Fiduciary Duties • Roles & Responsibilities of the Board, Board Committees, Chairman, Independent Director, Nominee Director, CEO & Management and Company Secretary Powers of the Board • Authority & delegation • Matters Reserved for the Board Board Effectiveness • Board Composition