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                                                            Governance
                 Our Performance   Sustainability Statement  Our Governance    Our Numbers         Other Information













            The 2020 BEE questionnaires designed and embedded the   The programme includes  site visit to the nearest branch and
            following categories of the assessments:               meeting with Senior Management as appropriate, to enable
                                                                   them to have a full understanding of the nature of the

            •  Board  Assessment  to  assess  amongst  others,  the  Board’s   Bank’s businesses, current issues and challenges as well as
              structure, size, composition (mix of skills, experience and   the structure and management of the Bank. The said session
              competency), quality of information, deliberation and   will be organised  as  soon  as  practicable not later than three
              decision making including how Directors challenge matters   (3) months upon the appointment of the Director.
              discussed.
                                                                   All new Directors are required to attend the programme or
            •  Individual  Directors’  Assessment  (including  Independent   other similar sessions that may help him/her achieve the

              Directors) to assess amongst others, the respective   intended outcome once appointed. The Company Secretary
              Directors’ ability to critically challenge and ask the right   also facilitates the induction of newly appointed Directors.
              questions, character and integrity  in dealing with potential
              conflict  of  interest  situations,  commitment  to  serve  the   The BNRC is responsible for developing succession plans
              Bank  with due  diligence  and  integrity, critical  and  vigilant   and  identifying  and  recommending  candidates  for  the
              in offering alternative points of view, fit and properness   Board to ensure that the Board is made up of Directors
              and independence of the Independent Directors including   with appropriate skills, experience, expertise and diversity.
              level of independence in exercising his/her judgement and   The BNRC also oversees the appointment and succession
              ability  to act in the best interest of the Bank.    planning for key Senior Management.
            •  Board  Skill  Set  Assessment  to  assess  amongst  others,

              the Board’s leadership and strategy, legal and regulatory   BOARD COMMITTEES
              requirements, banking and finance, corporate governance,   There are six (6) Board Committees established by the
              Shariah governance, risk management and internal     Board; the Board Audit Committee,  Board Risk Management
              controls, accounting and financial reporting and operational   Committee, Board Nomination and Remuneration Committee,
              management.
                                                                   Board Compliance Committee, Board IT Committee
            •  Board  Committee  Effectiveness  Assessment  (including   (disbanded in October 2020) and Board Veto Committee.

              Shariah Committee) to assess amongst others, the     These Committees play a significant role in reviewing matters
              Committee’s Structure (size, composition and member   within their respective Terms of Reference and support the
              classification), quality of information, deliberation and   Board’s discharge of its duties and responsibilities, and in
              decision making including how members challenge      keeping the Board efficient. Each of the Committees have
              matters  discussed, accountability  and responsibilities and   specific Terms of Reference, scope and authority to review
              effectiveness of the Board Committee including its terms of   matters tabled before the Committee prior to decision-making
              reference, processes and reporting line.             by  the  Board  as  a  whole. Membership  of  these Committees
                                                                   is  reviewed  as  and  when required,  with  specific  emphasis

            •  Individual  Board  Committee  Members’  Assessment   on updates in governance requirements and efficiency of the
              (including Shariah Committee) to assess amongst others,   Committees.
              the Committees’  dynamics  and  participation  and Fit  and
              Proper criteria.                                     All Committees comprise a minimum of/at least three (3)
                                                                   Non-Executive Directors; a majority of whom are Independent;
                                                                   and comprise Directors  who have the skills,  knowledge and
            INDUCTION AND SUCCESSION PLANNING                      experience  relevant  to  the  responsibilities of the  respective
                                                                   Board Committees.
            A proper on-boarding programme has been established to
            ease new Directors into their new role and to assist them   Save for the Board Compliance Committee, all Committees
            in understanding the environment the Bank operates in, the   are chaired by Independent Directors. The Chairman of the
            Bank’s business strategy and operations. On appointment   Board does not chair any of the Board Committees.
            to  the  Board,  every  Director  will  need  to  attend  an
            induction programme which is tailored to the new Director’s
            requirement.
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