Ensuring that the Board is fully informed of all important aspects of BIMB’s operations and sufficient information is provided to the Board members; and Providing strong leadership and effectively communicating BIMB’s vision and management strategies to the employees. Key roles and responsibilities of the Senior Independent Non-Executive Director include: Providing a sounding board for the Chairman; Acting as an intermediary for other Directors when necessary and specifically serves as the principal conduit between the Independent NEDs and the Chairman on sensitive issues; Promoting high standards of corporate governance and ensuring that the Company’s obligations to shareholders are understood and complied with; Ensuring the composition of the Board with regard to the number of Independent Directors adheres to the relevant requirements and regulations; Being available for confidential discussions with other NEDs who may have concerns which they believe have not been properly considered by the Board as a whole; and Being available to shareholders and other stakeholders if they have any concerns which are unable to be resolved through the normal channels of Chairman, Group Chief Executive Officer and Group Chief Financial Officer, or if contact through these channels are deemed inappropriate. Separation of Powers between the Board and Management The Group CEO is assisted by the various executive management committees in managing the business on a day-to-day basis, with whom he consults regularly. These committees report their performance and strategic Key Performance Indicators (KPIs) regularly to the Group CEO. The committees ensure that effective systems, controls and resources are in place to execute business strategies and decisions taken by the Board and the Group CEO. The responsibilities of Senior Management include: implementing the business and risk strategies, remuneration and other policies in accordance with the direction given by the Board; establishing a management structure that promotes accountability and transparency throughout the financial institution’s operations and preserving the effectiveness and independence of control functions; promoting, together with the Board, a sound corporate culture within the BIMB which reinforces ethical, prudent and professional behaviour; addressing actual or suspected breaches of regulatory requirements or internal policies in a timely and appropriate manner; and regularly updating the Board with the material information the Board needs to perform its oversight responsibilities, particularly on matters relating to: (i) the performance, financial condition and operating environment of the Bank; (ii) internal control failures, including breaches of risk limits; and (iii) legal and regulatory obligations, including supervisory concerns and the remedial actions taken to address them. Board Diversity The Board believes that a truly diverse and inclusive Board will leverage differences in thought, perspective, knowledge, skill, industry experience, age and gender, all of which will ensure that BIMB retains its competitive advantage. The Group is cognisant of the value arising from having a diverse Board composition as it is a crucial component in influencing how the Board functions and the dynamics between its members. Diversity is also important to ensure the Company remains relevant, resilient and sustainable in the rapidly transforming and evolving business environment. The Board has presently three (3) women Directors or 30% of the total Board composition. The Board believes that women directors could add value to Board discussions, through their unique aspects, approaches and ideas to help the Group succeed. The Board will continue to ensure the diversity in gender to be uphold by ensuring minimum 30% women directors in the Board. The BNRC is empowered to review and evaluate the composition and performance of the Board annually, as well as assessing qualified candidates to occupy Board positions. Accountability Bank Islam Malaysia Berhad 183 01 05 03 07 02 06 09 04 08
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