BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board Charter and the TOR are dynamic documents that are reviewed and updated from time to time to reflect relevant changes to policies, procedures and processes as well as amendments to rules and regulations. The TOR and Board Charter are subject to review once every two (2) years, or when there are material changes to the governance structure, process or procedures. The TOR and Board Charter are available on the Company’s website www.bimbholdings.com . Director’s Handbook In addition to the Board Charter, BHB has in place the Director’s Handbook which acts as a guidance to the Board in discharging its duties effectively. The Director’s Handbook highlights the guiding principles and matters relating to Board organisation, responsibilities, relevant policies and procedures which are applicable to the Board including those mentioned in the Board Charter. Board Roles and Responsibility The Board has the fiduciary duties to exercise their authority for a proper purpose, in good faith and in the best interest of the Company. In discharging their duties, the Directors of BHB exercise reasonable care, skill and diligence with the knowledge, proficiency and experience which is expected of a Director. The Board has the overall responsibility for promoting the sustainable growth and financial soundness of BHB and for ensuring reasonable standards of fair dealing, without undue influence from any party. This includes a consideration of the long-term strategy and direction of the Board’s decision on BHB, its stakeholders and the general public. The role of the Board is contained in its TOR as well as the Board Charter. The TOR also prescribed matters specifically reserved for the Board amongst others covering areas such as strategy, business planning and budget, financial management, investment, divestment, corporate restructuring, risk and control, human capital including succession planning, related party transaction and capital financing. The key objectives of the Board are to: ✔ Oversee the conduct of the Company’s business including the formulation of strategy and performance objectives, control and accountability systems, corporate governance framework, risk management practices and human capital management. ✔ Approve and monitor the progress of major capital expenditure, fund-raising, acquisitions and divestitures. ✔ Fulfil statutory and fiduciary responsibilities by monitoring the operational, financial and risk management processes of the Company and Group. ✔ Set the risk appetite within which the Board expects Management to operate and ensure that there is an appropriate risk management framework to manage and monitor significant financial and non-financial risks. ✔ Review the efficiency and quality of the Company and the Group’s financial reporting process and systems of accounting and internal controls. ✔ Ascertain the independence of the internal and external auditor function. ✔ Monitor compliance with established policies and procedures. ✔ Evaluate the performance of the Board and Board Committees. The Board sets the strategic direction and oversees that the conduct of the businesses of the Company and the Group is in compliance with the law and ethical values. 94 BIMB HOLDINGS BERHAD Integrated Annual Report 2017