Page 160 - Bank Muamalat_AR24

158 BANK MUAMALAT MALAYSIA BERHAD

GOVERNANCE DISCLOSURES

The retiring Directors mentioned above have satisfied performance targets, executing the Group’s strategy,
the performance standards of an efficient and high- overseeing critical objectives and commercial plans to
performing Board, as assessed by the Board Effectiveness assist in achieving the Group’s targets, and evaluating
Evaluation, which encompasses Self and Peer Assessment. new business initiatives and opportunities.

After assessing their professionalism, extensive ii. Board Committees
experience, significant relationships, expertise,
dedication, and individual contributions in carrying out There are five Board Committees established by
their respective responsibilities, the Board and BNRC the Board; the Board Audit Committee, Board Risk
have determined that all Directors standing for re-election & Compliance Committee, Board Nomination and
at the upcoming AGM have met the Board’s expectations Remuneration Committee, Board Veto Committee and
by consistently fulfilling their duties with diligence as Board Technology Committee. These Committees play a
Directors of the Bank. significant role in reviewing matters within their respective
Terms of Reference and support the Board’s discharge of
Based on the BNRC’s evaluation, the Board has decided its duties and responsibilities, and in keeping the Board
to endorse and propose the re-election of each retiring efficient. Each of the Committees has specific Terms of
Director at the forthcoming AGM. Reference, scope and authority to review matters tabled
before the Committee prior to decision-making by the
iii. Tenure of Independent Directors Board as a whole. Membership of these Committees is
reviewed as and when required, with specific emphasis
The maximum tenure for an Independent Director is on updates in governance requirements and efficiency of
nine years, which can either be served consecutively the Committees.
or cumulatively with intervals. The tenure will conclude
either upon the expiration of the current term as Each Committee comprises a minimum of three (3)
authorised by BNM or the later date of the two options. Directors, with a majority of Independent Directors,
and Directors possessing the skills, knowledge, and
As of the date of this report, none of the INEDs has experience necessary to fulfill the responsibilities of the
served the Board for more than nine years. corresponding Board Committees.
All Committees are chaired by Independent Directors.
DELEGATION OF AUTHORITY The Chairman of the Board does not chair any of the
Board Committees.
i. Separation of Chairman and PCEO
Source of Authority/Roles and Responsibilities specified
The roles of the Chairman and PCEO are distinctly
separate, and the Chairman has not previously held in:
the position of PCEO in BMMB. The Chairman’s main • Board Charter
responsibility is to provide significant guidance to the
Board to ensure that the Board carries out its duties • Constitution
effectively. On the other hand, the PCEO is primarily
accountable for managing day-to-day business • Terms of Reference of each Board Committee
operations in line with the Board’s strategy and key
performance indicators. • Companies Act 2016
The specific duties and responsibilities of the Chairman • IFSA 2013
and PCEO are outlined in the Charter.
• BNM Policy Documents and other applicable regulatory
The Management Committee supports the PCEO requirements
in managing the Group’s operations by establishing