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

          BOARD LEADERSHIP AND
          EFFECTIVENESS









          BOARD CHARTER AND                                     •   Adoption/changes to the Constitution or terms of reference
          BOARD RESPONSIBILITIES                                  of Board/Board Committees.
          The Board Charter formalises the various roles and    •   Decision  in relation  to delegation of  authority.

          responsibilities of the Board, Board Committees and

          individual Director of the Bank with the aim of streamlining   •   Decision  on  appointments  and  removal  of  any  member
          and enhancing corporate governance practices towards    of the Board, or the company secretary, or the senior
          transparency, accountability and integrity in boardroom   management, a director from the Chairmanship of the
          activities.  The Board Charter can be found on our website   Board and external auditors or other professional advisors.
          at  https://www.muamalat.com.my/Board-Directors/Board-  •   Significant  and/or  connected  party  contracts  and

          Charter-v2.0.pdf                                        transactions or contract that involves conflict of Director’s
          Specific  responsibilities of  the Board  are  delegated to  the   personal interest.
          Board Committees. The Board Committees operating with   •   Disclosure  on  financial  information/reports  for  publication

          their respective chairpersons and members to facilitate   as well as presentation to Shareholders or disclosure on
          the Board’s efficiencies in getting the specific attention,   material information that may affect the image of the Bank.
          scope and in accordance with clearly defined Terms of
          Reference  (“TOR”)  of  each  of  the  Committees.  The  Board   •   Policy governing the  Board  Meetings.

          as  a  whole  retains  collective  responsibility  for  decisions  on

          recommendations made by Committees.                   •   Payment  by  the  Bank  arising  out  of  legal  dispute/legal
                                                                  settlement exceeding RM100,000.
          ROLES AND RESPONSIBILITIES OF THE
          CHAIRMAN AND CEO                                      Further details on Board Reserved Matters can be found in
                                                                the Board Charter.
          The roles of the Chairman and CEO are clearly separated,
          and the Chairman was not previously a CEO of the Bank.   BOARD EFFECTIVENESS EVALUATION
          The Chairman is responsible for providing significant
          leadership to the Board to facilitate the Board in carrying   The Board Effectiveness Evaluation (“BEE”) is carried out
          out its responsibilities effectively while the CEO, is primarily   annually as required by BNM Policy Document on Corporate
          responsible  for  the  management  of  day-to-day  business   Governance (“BNM PD on CG”) and recommended by
          operations  in  line  with  the strategy  and  key  performance   Malaysian Code on Corporate Governance (“MCCG”) 2017.
          indicators set by the Board.                          The  Chairman  of  BNRC  oversaw  the  overall  evaluation
                                                                process while the responses may be reviewed and analysed
          The detailed roles and responsibilities of the Chairman and   by the BNRC, before the assessment results tabled and
          CEO can be found in the Board Charter.
                                                                communicated to the Board.
          BOARD RESERVED MATTERS                                In line with the recommendation in  the  BNM PD on CG,
                                                                the Board had appointed external independent third party to
          The following summarises the list of Matters Reserved for the   conduct  the BEE  for the year 2020. As  required by the BNM
          Board’s deliberation and decision:                    PD  on  Shariah Governance,  the 2020 BEE  has  also  included
                                                                assessment on Shariah Committee members.

          •   Strategic  decisions  which  are,  or  may  be  significant,  in
           terms of future profitability  of the Bank.

          •   Decisions  on  significant/material  matters  on  capital  and
           finance.
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