An Independent NED is obliged to notify the BNRC of any change in circumstances that may affect his/her independence status. Once the notification is given, the Board reviews and determines the Independent NED’s independence status based on the recommendations of the BNRC. During the financial year under review, all Independent NEDs declared and affirmed their independence. All Independent NEDs have also passed the annual ‘independence’ assessment and Fit & Proper requirement to ensure there is no possible or potential conflict of interest. Additionally, all Independent NEDs have an ongoing obligation to inform the Board of any circumstances which could impair their independence. Board Appointment Process BIMB practices a formal and transparent process on the appointment of new Directors. In its selection of suitable candidates, the BNRC is delegated in developing and deliberating selection criteria based on competencies and attributes required in accordance with BIMB’s Policy on Fit and Proper Criteria for Key Responsible Persons, BNM CG Policy, MMLR of Bursa Malaysia, MCCG and BNM’s Policy Document on Fit and Proper Policy. Directors are selected based on their individual merits and experience. The current Board composition consists of individuals of diverse backgrounds with good corporate leadership experience, expertise and skills. This is important to ensure diversity of views, which facilitates effective decision-making and constructive Board deliberation during its meetings. In considering new appointments to the Board, the Board, through the BNRC, takes into account the skills, experience and expertise required to advance the strategic direction of the Company. The BNRC also ensures that the Board has the right balance of skills, experience, independence and business knowledge necessary to discharge its responsibilities in keeping with the highest standards of governance while providing meaningful contributions to the business of the Company. Once a potential candidate has been shortlisted for recommendation, the Company Secretary will conduct comprehensive background checks, including checks on financial and character integrity. The Company Secretary will also arrange for the BNRC to meet with the candidates to enable the BNRC to make its assessment and subsequently makes its recommendation to the Board. Following selection by the Board, an application for the proposed appointment as a Director is submitted to BNM for approval and the term of the appointment shall be as specified by BNM. Directors’ Re-Appointment and Re-Election The BNRC is responsible for assessing the performance of Directors whose current term of appointment as approved by BNM is due to expire and for forwarding its recommendation to the Board for the decision to submit the application to BNM on the proposed re-appointment of the respective Directors. In accordance with Article 133 of BIMB’s Constitution, onethird of the Directors of the Company for the time being shall retire by rotation at an Annual General Meeting (AGM) of the Company provided always that all Directors shall retire once every three (3) years but shall be eligible for re-election at the AGM. A Director retiring at the AGM shall retain office until the closing of the meeting whether adjourned or not. Pursuant to Article 142 of BIMB’s Constitution, Directors appointed to fill a casual vacancy or as an addition to the Board of Directors, shall hold office only until the conclusion of the next AGM and shall be eligible for re-election. The Board at its meeting held on 29 March 2023, endorsed the recommendation of the BNRC for the following Directors to be considered for re-election pursuant to Article 133 of BIMB’s Constitution at the Company’s forthcoming AGM. The Directors named below have given their consent for re-election at the AGM. Article 133 Article 142 i. Tan Sri Dr. Ismail Haji Bakar ii. Encik Azizan Ahmad iii. Puan Mashitah Haji Osman i. Dato’ Professor Dr. Noor Inayah Yaakub Accountability Bank Islam Malaysia Berhad 187 01 05 03 07 02 06 09 04 08
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