BIMB Integrated Annual Report 2017

36 Intended Outcome Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors. Practice 5.1 The board should undertake a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The board should disclose how the assessment was carried out and its outcome. For Large Companies, the board engages independent experts periodically to facilitate objective and candid board evaluations. Application : Applied. Explanation on application of the practice : 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” ) conducted on an annual basis, 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 Committees • 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.

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