Board Leadership The Board is collectively responsible for the overall leadership of the Group and for promoting its long-term sustainability and success within a framework of prudent and effective controls. The Board sets the strategic direction of the Group, approves the strategy and takes appropriate action to ensure that the Group is suitably resourced to achieve its strategic aspirations. The Board considers the impact of its decisions and its responsibilities to all of the Group’s stakeholders. In setting the strategic direction of the Group, determining its objectives and policies for sustainable long-term value, the Board ensures effective leadership through oversight on Management and robust monitoring of the Group’s performance activities. The Board safeguards shareholder value-creation and plays a critical role in creating and maintaining the right tone at the top. Prudent and effective controls make it possible for the Board to assess and manage emerging risks and opportunities continuously and consistently to ensure long-term sustainable development and growth. The balance on the Board with the presence of majority Independent Non-Executive Directors (NEDs) with diversity in their areas of expertise and gender ensures that no individual or small group of Directors is able to dominate the decision-making process and that the interests of shareholders are protected. All Board members are consistently and regularly reminded of their fiduciary duties and responsibilities, to act at all times in the best interest of BIMB. The Board considers each Director to be independent in character and judgement in the discharge of their fiduciary duties. Accordingly, Directors exercise unfettered and independent judgement at all times, irrespective of status and always in the best interest of the Company. The Directors are therefore aware of their collective and individual responsibilities to all shareholders for the manner in which the affairs of the Company are managed and operated. The Board is satisfied that it has fulfilled these duties and obligations during the financial year under review. The Board works with Management to promote long-term sustainable success for the Group by striving to generate value for all our stakeholders. This is carried out by exercising good business judgement when developing strategy, delivering objectives and managing the risks faced by the Group. Paramount to the Board’s oversight role and responsibility is its commitment to the Group’s long-term strategy and agenda for the integration of sustainability into the Group’s strategy, governance and decision-making. Together with Management, the Board takes responsibility for the governance of sustainability in the Group. This is important to the Board given the increasing impact of sustainability on the ability of the Group to create sustainable value and to maintain the confidence of its stakeholders. The Board Charter The Board Charter is a comprehensive document for Directors on matters relating to the Board and its processes, as well as the roles and responsibilities of the Board and the individual Directors. It outlines high-level duties of the Board, matters that are specifically reserved for the Board and those which the Board may delegate to the Board Committees, the Group CEO and Management. The Board Charter is reviewed and updated periodically to align with recommended best practices, to reflect changes to the policies and processes as well as amendments to rules and regulations. The Terms of Reference (TORs) of the Board Committees describe the purpose, scope and authority of the respective Committees. The Board Charter and the TORs of the Board and Board Committees are available on BIMB’s website, at www.bankislam.com. HOW THE BOARD OPERATES PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS Integrated Report 2022 180 Corporate Governance Overview Statement
RkJQdWJsaXNoZXIy NDgzMzc=