BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT ROLE KEY RESPONSIBILITIES NON-EXECUTIVE DIRECTORS (both Independent and Non-Independent) Encik Mohd Tarmidzi Ahmad Nordin Puan Noraini Che Dan Datuk Rozaida Omar Puan Rifina Md Ariff The role of the Non-Executive Directors:- • Scrutinising, measuring and reviewing the performance of Management; • Constructively challenging and assisting in the development of strategy; • Reviewing the Group financial information, ensuring systems of internal control and risk management are appropriate and effective; and • Reviewing the succession plans for the Board/key Senior Management. CHIEF EXECUTIVE OFFICER Encik Khairul Kamarudin The CEO is responsible for:- • Delivering strategy as agreed by the Board; • Leading the Management Committees which oversee the operational and financial performance of, and issues facing the Group; • Leading and supporting each of BHB’s businesses and the functions of Human Resource, Strategy and Development and Corporate Affairs; and • Representing BHB externally to stakeholders, shareholders, customers, suppliers, regulatory and government authorities and the community. GROUP CHIEF FINANCIAL OFFICER Mr. Malkit Singh Maan The Group Chief Financial Officer is responsible for:- • Providing strategic financial leadership of the Company and day-to-day management of the finance function; • Leading the finance management teams; and • Representing BHB externally to stakeholders, shareholders, customers, suppliers, regulatory and government authorities and the community. GROUP COMPANY SECRETARY Puan Maria Mat Said The Group Company Secretary is responsible to the Board for: • Managing all Board and Board Committee meeting logistics, attending and recording minutes of all Board and Committee meetings and facilitating Board communications; • Advising the Board on its roles and responsibilities; • Facilitating the orientation of new Directors and assisting in Directors’ training and development; • Advising the Board on corporate disclosures and compliance with Company regulation and other regulatory bodies i.e., Bank Negara Malaysia, Bursa Securities Listing Requirements and Securities Commission; • Managing processes pertaining to the general meetings; • Monitoring corporate governance developments and assisting the Board in applying governance practices to meet the Board’s needs and stakeholders’ expectations; • Serving as a focal point for stakeholders’ communication and engagement on corporate governance issues; and • The Board Members have unlimited access to the professional advice and services of the Group Company Secretary. The Board Charter also include a section on the role of the CEO who is responsible for implementing action plans to achieve BHB’s goals and visions in accordance with the strategy, risk appetite, policies and performance requirement approved by the Board. The CEO leads the Management team in carrying out the strategy and vision of the Company and is accountable to the Board for the day-to-day management and operations of the Company. 96 BIMB HOLDINGS BERHAD Integrated Annual Report 2017