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

          BOARD LEADERSHIP AND

          EFFECTIVENESS







          APPOINTMENT AND                     The tenure of an Independent Director
          RE-APPOINTMENT OF                   is capped at nine (9) years and the nine   During the meeting
          DIRECTORS                           (9) years can either be a consecutive   held in 2020, the CEO
                                              service of nine (9) years or a cumulative
          The Bank is governed by the BNM PD   service  of nine (9) years with intervals   and Head of Business,
          on CG in respect of the appointment of   or  upon  expiry of  the  prevailing  term   Operations, Support
          new Directors and the re-appointment   as approved by BNM, whichever is the   and Control functions
          of the existing Directors upon the expiry   later date.                    gave an update on the
          of their respective tenures of office as                                   Bank’s business and
          approved by BNM. All appointments
          and re-appointment of Directors are      During the year 2020,             operations, regulatory
          subject to the approval by BNM.        the tenure of office of             and compliance updates
                                                                                     as well as a macro
          The primary responsibility of assessing      Dato’ Kamil Khalid            perspective on industry
          the candidate for new appointment or      Ariff as Independent
          existing Directors for re-appointment      Director of the Bank            trends and developments.
          has been delegated to the BNRC.        ended on 28 September
          The BNRC also ensures that every       2020 and he was not
          candidate/Director satisfies the                                        As protocol, the Head of Finance
          relevant requirements on the skills and      re-appointed as Director   Division  presents the  financial
          core competencies of a director and are      of the Bank given that     performance and significant financial
          deemed fit and proper to be appointed/     his Independent tenure       highlights. Other Heads of Division
          re-appointed as Director in accordance      already reached nine (9)    and external advisers may be invited to
          with the Fit and Proper criteria as      years.                         attend the meeting to advise the Board
          prescribed by BNM. BNRC will next                                       on  certain matters under discussion.
          recommend  the  appointment  of  the                                    Directors will have the opportunity to
          candidate as Director for approval by                                   discuss specific areas with them and
          the Board.                          BOARD PROCESS                       where relevant, challenge the ideas
                                                                                  presented. All  important  deliberations,
                                              The Board meets every month with    decisions  and conclusions  are recorded
          RE-ELECTION OF                      additional meetings convened as and   in the Board meetings’ minutes.
          DIRECTORS AND TENURE OF             when urgent issues and/or important
          INDEPENDENT DIRECTORS               decisions are required to be made   Outside Board meetings,  Board
                                              between the scheduled meetings.     approvals for matters in the ordinary
          In accordance with the Bank’s       Scheduled Board meetings are        course  of  business  can  be obtained
          Constitution, all Directors are subject   structured with certain pre-set agendas.  through written resolutions. Ad-hoc
          to retirement by rotation at due                                        meetings are held when necessary.
          intervals. The eligible Directors may   At each meeting, the Board receives     Directors have direct access to
          offer themselves for re-election at the   updates from the respective Chairmen/   Senior Management and may
          Annual General Meeting (“AGM”), a   representatives of the Board Committees   request for  additional information
          process that enables the Shareholders   on matters that  have  been deliberated   from them. Directors have access to
          to vote them back into office.      at  the  Board  Committees, as well   the  Company  Secretary  at  all  times.
                                              as on matters that require the Board’s
          Directors who  are appointed  as    attention.                          The Company Secretary attends all
          additional Directors or to fill casual                                  meetings, generally assisting Directors
          vacancies during the year are subject to                                in the discharge of their duties and
          re-election by the Shareholders at the                                  facilitates communication between the
          next AGM following their appointment.                                   Board, the Board Committees and the
                                                                                  Management.
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