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                 Our Performance   Sustainability Statement  Our Governance    Our Numbers         Other Information
                                                            Governance













                  BOARD RESERVED MATTERS






    Terms of     Delegation of    Appointments    Contracts and   Disclosures     Meetings      Legal
   Reference       Authority                       Transactions




       •  Board  Charter                                       •  Companies  Act  2016
       •  Bank’s  Constitution                                 •  IFSA  2013
       •  Terms of  References  of  each  of  the  Board  Committee  •  BNM  Policy  Documents  and  other  applicable  regulatory  requirements

                           BOARD COMMITTEES                                                 SHARIAH COMMITTEE
                                                                                                    (“SC”)
        •   The annual Corporate Scorecard and KPI’s for Senior   Board Veto Committee  (“BVC”)
         Management and their respective performance and   Reviews financing and/or investment proposals   Advises the Board and
         reward.                                approved by the Credit Committee (“CC”) based on   Management, including the Bank’s
        •   The  remuneration  of  the non-Executive  Directors.  the limits determined by the Board. In the event of   subsidiaries and provides input
                                                modification of the terms and conditions, the appeal   to the  Bank on  Shariah matters in
                                                has to be reverted to the Board Veto Committee.  order for the Bank to comply with
        Board Audit Committee  (“BAC”)                                                    Shariah principles at all times.
        Ensures the adequacy and integrity of system of                                   Endorses Shariah policies and
        internal controls and financial reporting, compliance   Board Compliance Committee  (“BCC”)  procedures  prepared  by  the  Bank
        with internal policies, procedures and external   Provides oversight and advice on the management   and ensures that the contents do
        applicable rules and regulations.       of  compliance  risk; evaluate  the  effectiveness of   not contain any elements which are
                                                the overall management of compliance risk with   not in line with Shariah. Ensures
                                                regard to the assessment of senior management and   that the products of the Bank
        Board Risk Management Committee  (“BRMC”)  internal audit as well as the Regulatory Advisory   comply with Shariah principles.
        Oversees Management’s  activities in managing credit,   and Compliance Division; recommends improvements
        market, liquidity, operational, legal and other risks   needed to the Board; and assesses emerging AML/  Further details on Shariah
        and  to  ensure  that the risk  management process  is  in   CFT concerns.        Committee can be found on pages
        place and functioning.                                                            137 to 141 of the Annual Report.





       Limits of Authority Manual sets out authorisation limits for CEO, Management Committees,
       Management and matters requiring Board/Board Committee’s review/ approval



       •  Develops  the  strategic  direction  of  the  Bank;  •   Provides  strong  leadership  that  is,  effectively  communicating  a  vision,
       •   Ensures  that  the  Bank’s  strategies  and  corporate  policies  are  effectively   management philosophy and business strategy to the employees;
        implemented;                                           •   Keeps  the  Board  fully  informed  of  all  important  aspects  of  the  Bank’s
       •   Ensures  that  the  Board  decisions  are  implemented  and  Board  directions   operations and ensuring sufficient information is distributed to Board
        are responded to;                                        members; and
       •   Provides directions in the implementation of short and long-term business   •   Ensures  the  day-to-day  business  affairs  of  the  Bank  are  effectively
        plans;                                                   managed.



       •   Monitor key objectives and commercial plans to help achieve the Group’s
        targets
       •  Implement  Group  strategy
       •   Evaluate  new  business  initiatives  and  opportunities
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