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126    BANK MUAMALAT MALAYSIA BERHAD                   About Us           Our Leadership       Our Strategy
                                                            About Us
            ANNUAL REPORT FY2020

          COMMITTED TO
          STRONG GOVERNANCE








                                              OUR GOVERNANCE
            Bank Muamalat                     FRAMEWORK
            Malaysia Berhad                   Our governance framework takes
            (“Bank Muamalat”)                 guidance from: Companies Act 2016
            is firmly committed               (“CA  2016”),  Islamic  Financial Services
                                              Act 2013 (“IFSA 2013”), BNM Policy
            to high standards of              Document on Corporate Governance                       Strategy   Capital and
            corporate governance              (“BNM  CG”),  Malaysian  Code  on                                  Finance
            and maintaining a sound           Corporate Governance  (“MCCG 2017”)
            framework for the control         and other relevant requirements as    BOARD OF DIRECTORS
            and management of the             outlined under the respective guidelines
            Group’s business.                 by BNM.                               Source of Authority/Roles and Responsibilities
                                                                                    specified in:
                                                 Please refer to the table on the side

          The Board recognises the vital      The composition of the Board
          importance  of  a  sound governance   Committees, in particular the BNRC,   Board Nomination & Remuneration Committee
                                                                                     (“BNRC”)
          culture to the continued  success of   BAC, BRMC and BVC complies with     Provides a formal and transparent procedure for
          the Group. Our core values underpin   the following requirements of the BNM   the appointment and remuneration of directors,
          our governance culture and emphasise   CG:                                 CEO and members of Shariah Committee as well as
          the behaviours that will enable the   •  Minimum  of/at  least  three  (3)   assessment of effectiveness of the Board as a whole,
                                                                                     Shariah Committee members and performance of
          Bank to continue to succeed in what   Directors                            CEO and key senior management officers.
          we do. The governance framework is   • Chaired  by  an  Independent Director  The BNRC focuses on reviewing and recommending:
          designed to ensure that the Board, led                                     •   The  appointment  and  re-appointment  of
          by the Chairman, is able to monitor the   •  Comprise  a  majority  of  Independent   Independent and Non-Independent Non-Executive
          sustainability of the business model,   Directors                           Directors.
          performance  against  strategy  and   •  The Chairman of the Board does not   •   The  appointment  and  re-appointment  of  Shariah
                                                                                      Committee members
          opportunities and threats as they arise.   chair any of the Board Committees  • The revised composition of the Board Committees.
          When reviewing performance against   •  Comprise  Directors  who  have  the   •   The  new  appointment/renewal/revision  of  the
          strategy, the Board looks to ensure it   skills, knowledge and experience   contract of service of Senior Management and
          continues to align with the Group’s   relevant to the responsibilities of the   their remunerations.
          culture and delivers long-term success   respective Board Committees
          to the Group and its stakeholders.


                               GOVERNANCE STRUCTURE


                       Board of     Board Committees and            Management
           Shareholders                                 CEO                         CHIEF EXECUTIVE OFFICER
                       Directors    Shariah Committee               Team
                                                                                    (“CEO”)
                                                                                    The key responsibilities of the CEO:
                                                                                    Managing day-to-day business operations in line with
                                                                                    the strategy and key performance indicators set by
                                                                                    the Board.


                                                                                    MANAGEMENT COMMITTEES

                                                                                    Management Committee helps the CEO
                                                                                    •  Set  performance  targets
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