Page 132 - Bank-Muamalat-Annual-Report-2021

130 BANK MUAMALAT MALAYSIA BERHAD
ABOUT US OUR LEADERSHIP OUR STRATEGY OUR PERFORMANCE

BOARD LEADERSHIP AND
EFFECTIVENESS

ii. Re-election of Directors DELEGATION OF AUTHORITY

Clause 76 of Bank Muamalat’s Constitution provides i. Separation of Chairman and PCEO
among others, that one-third of the Directors for the
time being or, if their number is not three or a multiple of The roles of the Chairman and PCEO are clearly separated,
three, then the number nearest to one-third, shall retire and the Chairman was not previously a PCEO of Bank
from office. The Directors to retire shall be the Directors Muamalat. The Chairman is responsible for providing
who shall have been longest in Office. A retiring Director leadership to the Board to facilitate the Board in carrying
shall be eligible for re-election, and shall act as a Director out its responsibilities effectively while the PCEO,
throughout the meeting at which he/she retires. is primarily responsible for the management of day-to-
day business operations in line with the strategy and
Clause 62 of Bank Muamalat’s Constitution provides among key performance indicators set by the Board.
others, that the Directors shall have power from time to
time and at any time to appoint additional Directors, The detailed roles and responsibilities of the Chairman and
provided that the total number of Directors shall not exceed PCEO can be found in the Charter.
the prescribed maximum. A Director so appointed shall
The Management committee helps the PCEO to manage
retire from office at the next Annual General Meeting
the Group’s operations in term of setting performance
(“AGM”), but shall be eligible for re-election.
targets, implementing the Group strategy, monitoring
Iwan Rashman Gulamoydeen and Md Khairuddin Hj Arshad key objectives and commercial plans to help achieve the
retired by rotation in accordance with Clause 76 of Bank Group’s targets; and evaluating new business initiatives and
Muamalat’s Constitution and being eligible, had offered opportunities.
themselves for re-election.
ii. Board Committees
In respect of the new appointments to the Board
There are five (5) Board Committees established by the
for the Financial Year, Roshidah Abdullah and Mohd
Board:
Razlan Mohamed retired at the AGM in accordance
with Clause 63(2) of Bank Muamalat’s Constitution, • Board Nomination and Remuneration Committee
and being eligible, had offered themselves for
• Board Audit Committee
re-election.
• Board Risk Management Committee
All retired Directors named above, through the Board • Board Compliance Committee
Effectiveness Evaluation including Self and Peer
• Board Veto Committee
Assessment, have met the performance criteria required
of an effective and high-performance Board. These Committees play a significant role in reviewing
matters within their respective Terms of Reference
iii. Tenure of Independent Directors
and support the Board’s discharge of its duties and
The tenure of an Independent Director is capped at nine responsibilities, and in keeping the Board efficient.
years and the nine years can either be a consecutive service Each of the Committees has specific Terms of Reference,
or a cumulative service, with intervals or upon expiry of scope and authority to review matters tabled before the
the prevailing term as approved by BNM, whichever is the Committee prior to decision-making by the Board as a
later date. whole. Membership of these Committees is reviewed as
and when required, with specific emphasis on updates in
As of the date of this report, none of the INEDs has served governance requirements and efficiency of the Committees.
the Board for more than nine years.
All Committees comprise minimum/at least three (3)
Directors with majority of Independent Directors and
comprised Directors who have the skills, knowledge and
experience relevant to the responsibilities of the respective
Board Committees.