BIMB Integrated Annual Report 2017

39 Intended Outcome The level and composition of remuneration of directors and senior management take into account the company’s desire to attract and retain the right talent in the board and senior management to drive the company’s long-term objectives. Remuneration policies and decisions are made through a transparent and independent process. Practice 6.1 The board has in place policies and procedures to determine the remuneration of directors and senior management, which takes into account the demands, complexities and performance of the company as well as skills and experience required. The policies and procedures are periodically reviewed and made available on the company’s website. Application : Departure. Explanation on application of the practice : Explanation for departure : Both the Directors and Senior Managements’ Remuneration Framework are currently not published on BHB’s website. BHB had implemented a new remuneration framework for the Directors, taking into account the Financial Institution Directors’ Education (FIDE) Director’s Remuneration Report 2015 (FIDE Report) and BNM CG Policy on Remuneration. The six (6) key considerations in the setting of Non-Executive Directors remuneration to ensure there was equitable remuneration for role, effort and risk highlighted in the FIDE Report were as follows:- 1. The number of meetings attended to be used as an indicator of a Non-Executive Director’s contributions; 2. A meeting fee rate should be based on a comparable rate that the market pays for a talent with similar calibre and expected contributions; 3. The fixed fee (retainer fee) component to be reduced and the meeting fee (sitting fee) component to be increased so that the Non-Executive Directors were better recognised for their preparation and contributions at meetings including meetings with BNM. Fixed fee would be determined by taking into account the Non-Executive Director’s expected time spent on Board’s education, networking and engagement with stakeholders; 4. Rate for all meeting fees should be standardized for all Board and Board Committee meetings to recognize the value of each member’s contributions; 5. The Chairman of the Board and the Board Committees to be remunerated at a premium given the additional role that they play in guiding and managing the Board and the Board Committees; and 6. The remuneration to be paid on a timely and periodic basis.