BIMB Integrated Annual Report 2017

Whilst the Board has delegated the day-to-day responsibilities to the Management, there are matters that are formally reserved for the Board’s collective decision. There is a clear segregation of the Management and the Board’s roles & responsibilities. This is to ensure that the Board and Management are clearly aware of where the limit of responsibilities lies and that due consideration is given to issues at the appropriate level. Matters reserved for the Board comprises amongst others, acquisition and disposal of assets, related party transactions, financial results and declaration of dividends. Other than the above, the Board also represents the interests of the Shareholders. Therefore, the Directors are required to exhibit high standards of integrity, commitment and independence of thought and judgment. The Board’s decisions are free from any undue influence and interference from any specific group or interest. Board Code of Conduct and Ethics BHB adopts the Code of Ethic in accordance with the following: • BNM/GP7-Part 1 Code of Ethics: Guidelines on the Code of Conduct for Directors, Officers, and Employees in the Banking Industry; • Company Directors’ Code of Ethics established by the Companies Commission of Malaysia; and • Code of Ethics for the Financial Services Industry issued by Financial Services Professional Board. The Code of Ethics provides guidance for proper standards of conduct with sound and prudent business practices as well as standards of ethical behaviour for the Board, based on the principles of integrity, responsibility, sincerity and corporate social responsibility. BHB’s Board’s Code of Conduct and Ethics encompasses three (3) major areas, namely: • Corporate Governance; • Relationship with shareholders, employees, creditors and customers; and • Social responsibility and the environment. Based on the aforesaid, BHB’s Directors are required to discharge their duties and deal with various stakeholders with utmost integrity. This is in line with the Company’s core values which place emphasis on ethical dealings with third parties and employees. Whistle-Blowing Policy BHB is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs. Wrongdoing such as fraud, corruption, financial impropriety and gross mismanagement should be reported and dealt with in accordance with the Company’s established due process. A whistle-blowing policy reflects BHB’s commitment to be vigilant at all times. It also assists BHB to manage its risks and contingencies as well as to avoid recurring acts of wrongdoing. BHB promotes an open communication and transparent work culture by setting up internal procedures to address concerns regarding any likely wrongdoing. The policy complements the normal channels of communication and reporting lines within BHB. It also provides an alternative route for employees to raise concerns if the usual lines of communication are not available when the complaint relates to his or her immediate supervisor or head of department. BHB encourages its employees to aspire to the highest possible standards of compliance and ethics. Whistle-blowing policies have therefore been integrated into BHB’s practices and culture to help to deter fraud, corruption and mismanagement. Through the effective implementation of this policy, BHB is able to preserve its integrity and transparency. Authority Matrix The Authority Matrix outlines principles to govern decision- makingwithin theCompany, includingappropriate escalationand reporting to the Board. The Board has also delegated to the Chief Executive Officer and other Management, the responsibility to manage theCompany’s day-to-day activities. TheAuthorityMatrix encompass both monetary and non-monetary limits of authority for recommending and approving operational and management decision-making activities prior to its execution. This allows for a balanced and effective oversight with appropriate empowerment and accountability of the Management. 97 Overview Value Creation Accountability Financial Statements Sustainability Performance Data Shareholders Information 21 st AGM Information Management Discussion & Analysis