Board Independence The Board recognises the important contributions that Independent NEDs make to good corporate governance. The Independent NEDs play a significant role in bringing objectivity and scrutiny to the Board’s deliberations and decision-making. Their roles are also particularly critical for related party transactions as these require independent judgement and objective impartiality to protect the interest of minority shareholders. As of the date of this Statement all Independent NEDs satisfy the following criteria: independent from Management and free from any business or other relationship which could interfere with independent judgement or the ability to act in the best interest of the Company; not involved in the day-to-day operations of the Company; Governance Human Capital & CSR Continuous Development plan and succession plan Recruitment and Appointment of new Heads of Division for key positions Renewal of contract of service of Senior Management and their remuneration Performance review of Corporate KPIs for 2021 Annual reward for Senior Management based on their performance and KPIs Career Transition Scheme PEMULIH, Targeted Repayment Assistance, URUS and Prihatin Flood Relief Programme Harmonisation of Group Governance practices to ensure alignment of governance practices within the Group Board Succession Plan for the Group to ensure an effective board is in place to support the Group strategic direction Harmonisation of Remuneration for Directors and SSC members of the Group Review of Nominee Directors and Principal Officers in BIMB subsidiaries in line with the harmonisation of group governance Board Evaluation and SSC Evaluation for 2021 Review of Board Charter and TORs of the Board and Board Committees to incorporate the Group oversight function as well as the requirements of Bursa Malaysia and recommendations of the MCCG 2021 Corporate Governance Disclosure in BIMB Integrated Annual Report 2021 Gap Analysis on the status of compliance with the MCCG 2021 recommendations Appointment of two (2) new Independent NEDs to fill vacancies following the retirement and demise of existing Directors Review of the Board Committees’ composition Review of Approval Authority Limits for Financing Committees declare their interests in any possible conflict of interest in any matter tabled prior to the commencement of Board meetings. In a situation where there is a conflict of interest, Directors are required to recuse themselves and abstain from deliberation and decision-making; tenure of not more than nine (9) years; not involved in any significant business or contractual relationship with a value of above RM10 million. Under the Amendments to the MMLR of Bursa Malaysia (effected on 19 January 2022), the limit on the tenure of an independent director is twelve (12) years. As stipulated under the Board Charter, an Independent NED is subject to a maximum tenure of nine (9) years. An Independent NED who has served for nine (9) years, may, subject to the shareholder and BNM’s approval, continue to serve the Bank in the capacity of an Independent NED. In any event, no Independent NED will continue to serve the Board for more than twelve (12) years. C D Integrated Report 2022 186 Corporate Governance Overview Statement
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