BIMB Integrated Annual Report 2017

Subsidiary Governance The Board operates on the basis that each subsidiaries is a separate and distinct legal entity, which is required to comply with the local laws and regulation that it operates within. The Board plays the role of a shareholder and maintains control and oversight through the appointment and removal of the directors on the board of the subsidiaries. The Board may appoint a member of the Board as a director on each major subsidiary, which ensures continuous flow of information and promotes alignment to the Group’s strategic directions. While lines of reporting are maintained to the Group, the Boards of each entity remained as the final approving authority. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS BOARD OF DIRECTORS The operations and affairs of the Group are managed under the direction and oversight of BHB Board, which also has the responsibility to periodically review and approve the overall strategies, business, organisation and significant policies of BHB. The Board also sets the Company’s core values, adopts proper standards to ensure that the Company operates with integrity and complies with the relevant rules and regulations. Board Charter BHB has developed its Board Charter, which set out the key corporate governance principals adopted by the Company. It clearly defined the roles and responsibilities of the Board, 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 • Appointment/Removal/Succession Planning • Director’s Training • Director’s Evaluation • Director’s Remuneration In addition to the Board Charter, in discharging its duties, the Board is also guided by its Terms of Reference (“ TOR ”), a document which specifies the Board’s role, power, duties and functions. 93 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis