BIMB Integrated Annual Report 2017

The roles of the Chairman and the CEO are separated and clearly defined in the Board Charter. Overview of the roles and responsibilities of the Chairman, Non-Executive Directors, CEO, Group Chief Financial Officer and Group Company Secretary include but not limited to the following: ROLE KEY RESPONSIBILITIES CHAIRMAN Tan Sri Ambrin Buang The role of the Chairman:- • Leadership, operation and governance of the Board; • Setting the agenda for Board meetings ensuring that they operate effectively, and provide appropriate opportunity for challenge and debate to support sound decision-making; • Ensuring constructive relations exist between the Executive and Non-Executive Directors; • Overseeing the performance evaluation of the Board and its Committees; • Meeting with shareholders, analysts and other representatives of institutional investors; • Meeting with managers and employees at various locations throughout the Group; • Leading Board meetings and discussions; • Ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole; and • Leading the Board in establishing and monitoring good corporate governance practices. SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR Tan Sri Ismail Adam The role of the Senior Independent Non-Executive Director:- • Providing a sounding board for the Chairman; • An intermediary for other Directors when necessary and specifically serves as the principal conduit between the Independent Non-Executive Directors and Chairman on sensitive issues; • Promote high standards of corporate governance and ensure that the Company’s obligations to shareholders are understood and complied with; • Ensure the composition of the Board in regards to the number of Independent Directors is in adherence to relevant requirements and regulations; • Being available for confidential discussions with other Non-Executive Directors who may have concerns which they believe have not been properly considered by the Board as a whole; • Being available to shareholders if they have any concerns which are unable to be resolved through the normal channels of Chairman, Chief Executive Officer and Group Chief Financial Officer, or if contact through these channels are deemed inappropriate; and • If necessary, the Senior Independent Non-Executive Director can be emailed at ismailadam@bimbholdings.com 95 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis