BIMB Integrated Annual Report 2017

30 Intended Outcome Board decisions are made objectively in the best interests of the company taking into account diverse perspectives and insights. Practice 4.4 Appointment of board and senior management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Application : Applied. Explanation on application of the practice : The Nomination and Remuneration Committee ensure ensure there is a formal and appropriate procedure on the appointment/re-appointment of Directors and Senior Management, the Board and Senior Management’s remuneration, Board evaluation and effectiveness, review on the Board composition and succession planning for the Board and Management. There is a formal and transparent process for the appointment of a new Director and Senior Management. 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 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 or Senior Management, 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. Upon the Board’s concurrence, an application for the appointment of a Director would be submitted to BNM for its approval.