Principal Roles and Responsibilities of the Board The Board is entrusted with the responsibility of promoting the success of the Group by directing and supervising the Group’s affairs in a responsible manner. All Directors have a duty to act in good faith and in the best interest of the Company. In discharging its functions, the main roles and responsibilities of the Board are as follows: Oversee the implementation of BIMB’s governance framework, risk and internal control framework, and periodically review whether these remain appropriate and relevant Oversee BIMB’s compliance with any regulatory requirements as imposed by the relevant regulatory authorities Promote sustainability through appropriate environmental, social and governance considerations in the Group’s business strategies Ensure that there is an appropriate succession plan for members of the Board and the Senior Management. Promote a sound corporate culture within the Group which reinforces high level of integrity and ethical practices, prudent and professional behaviour and cultivate a transparent culture towards anti-bribery and corruption MATTERS RESERVED FOR THE DECISION OF THE BOARD The Board discharges some of its responsibilities and delegates certain responsibilities to its Committees to assist in carrying out its function of ensuring independent oversight and stewardship. The Board also delegates authority for the operational management of the Group’s business to the Group CEO for further delegation by him in respect of matters that are necessary for the effective day-to-day running and management of the Company’s business. The Board holds the Group CEO accountable in discharging the delegated responsibilities. The Board Charter and the TORs of the Board and Board Committees prescribe that the following matters are specifically reserved for the Board: Strategic policy matters; Financial results and declaration of dividends; Significant operating and credit policies; Risk appetite setting; Capital management plan; Authority limits; Any corporate exercise which involves acquisition or divestment or strategic interest; Major acquisition of capital expenditure; Appointment and remuneration of Directors, Appointment and remuneration of Shariah Supervisory Council (SSC) members, Appointment and remuneration of Group CEO and key Senior Management officers; Entry into any related party transaction; and Any new outsourcing proposals. Board Balance and Composition The Board comprises ten (10) Directors as of the date of this Statement. The composition of the Board exceeds the requirements of Paragraph 15.02 of the MMLR of Bursa Malaysia as more than one-third of its members are Independent NEDs. Accountability Bank Islam Malaysia Berhad 181 01 05 03 07 02 06 09 04 08
RkJQdWJsaXNoZXIy NDgzMzc=