BIMB has a diverse Board in terms of gender, skillset and experience. There are eight (8) Independent Directors, (including the Chairman) and two (2) Non-Independent Directors. Three (3) Independent Directors are women. The appointment of the Independent Directors is in line with the requirements of the BNM CG Policy. They play a significant role in bringing objectivity and scrutiny to the Board’s deliberations and decision-making. The Board’s composition is testament to the view that a board’s make-up should support objective and independent deliberation, review and decision-making. The composition brings together relevant business and industry experience required to oversee the range of operations of the Group. All Board members are persons of high integrity and calibre with diverse professional backgrounds. They contribute a vast spectrum of skills, knowledge and experience that provide effective governance and oversight of the Group. The Board is of the view that diversity adds value to the discussion and deliberation of the Group business operations and challenges. The profile of each member of the Board is set out on pages 157 to 166 of this Integrated Annual Report. Board Committees In delegating authority to Board Committees, the Board does not abdicate its responsibility and exercises collective oversight at all times. The Board ensures that its delegation does not hinder its ability to discharge its functions. The Board sets out clearly the duties and responsibilities in the TORs of the respective Board Committees. The functions and TORs of the Board Committees as well as authority by the Board to these Committees are periodically reviewed to ensure that they remain relevant and up-to-date. The most recent review of the TORs took place in January 2023. A description of the roles and responsibilities of the Board, Board Committees and Management as well as decisions reserved for the Board are set out in the Board Charter. The six (6) Board Committees are as follows: BAEC : Board Audit and Examination Committee BRC : Board Risk Committee BNRC : Board Nomination and Remuneration Committee BFRC : Board Financing Review Committee BSSC : Board Strategic and Sustainability Committee BITC : Board Information Technology Committee The activities of the BAEC, BRC, BNRC, BFRC, BSSC and BITC during the financial year under review are set out in the CG Report. Separate Roles of Chairman and Group CEO An effective Board is critical to the long-term prospects and strategic goals of the Company. The Board practices a clear demarcation of duties and responsibilities between the Chairman and the Group CEO to ensure a balance of power and authority in the Board. The positions of the Chairman and the Group CEO are held by two (2) different individuals. The Board is helmed by Tan Sri Dr. Ismail Haji Bakar who is an Independent NED. The Board delegates responsibility for the overall business and day-to-day management of BIMB to the Group CEO, Mohd Muazzam Mohamed. This segregation ensures a marked distinction between the Chairman’s responsibility to manage the orderly conduct and smooth function of the Board, and the Group CEO’s responsibility to manage the Company’s business. In line with MCCG 2021, the Chairman does not sit on any Board Committee. A short summary of their distinct roles and division of responsibilities is set out below: The Chairman is primarily responsible for the stewardship and smooth functioning of the Board and the fulfilment of its obligations to BIMB. In fulfilling this role, the Chairman: Ensures appropriate procedures are in place to govern the Board’s operation, decisions are taken on a sound and well-informed basis including discussions on all strategic and critical issues; Leads the Board to achieve the key objectives; Encourages healthy discussion and ensure that dissenting views can be freely expressed and discussed; and Leads efforts to address the Board’s development needs. Key roles and responsibilities of the Group CEO include: Developing, formulating, implementing and overseeing BIMB’s long-term strategy, strategic direction, corporate policies and business plan; Ensuring that the Board’s decisions are implemented and the Board’s decisions are responded to; Integrated Report 2022 182 Corporate Governance Overview Statement
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