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ANNUAL REPORT 2021  131
               SUSTAINABILITY STATEMENT  OUR GOVERNANCE  OUR NUMBERS  OTHER INFORMATION















               Save for the Board Compliance Committee, all Committees
                                                                    Board  Veto Committee
               are chaired by Independent Directors. The Chairman of the
               Board does not chair any of the Board Committees.    Roles

               Source of Authority/Roles and Responsibilities is specified   Reviews  the  financing  and/or  investment  proposals
               in:                                                  approved  by  the  Credit  Committee  (“CC”)  based  on
                                                                    the  limits  determined  by  the  Board.  In  the  event  of
               •  Board Charter
                                                                    modification of the terms and conditions, the appeal has to
               •  Constitution                                      be reverted to the Board Veto Committee.
               •  Terms of Reference of each Board Committee
               •  Companies Act 2016                               iii.  Company Secretary
               •  IFSA 2013
                                                                      The  Company  Secretary  attends  all  Board  meetings  and
               •  BNM Policy Documents and other applicable regulatory
                                                                      minutes  are  prepared  to  record  key  deliberations  and
                  requirements
                                                                      decisions  taken  during  the  meetings.  The  Company
                                                                      Secretary  facilitates  communication  between  the  Board,
              Board Nomination & Remuneration Committee
                                                                      its  committees  and  management,  and  generally  assists
                                                                      Directors  in  the  discharge  of  their  duties.  The  Company
              Roles
                                                                      Secretary  helps  with  the  induction  of  new  Directors  and
              Provides  a  formal  and  transparent  procedure  for  the   also  tasks  to  facilitate  the  ongoing  professional
              appointment  and  remuneration  of  directors,  PCEO  and   development of all Directors.
              members of Shariah Committee as well as assessment of
              effectiveness of the Board as a whole, Shariah Committee   BOARD EFFECTIVENESS
              members  and  performance  of  PCEO  and  key  senior
              management officers.                                 i.  Board Effectiveness Evaluation
              Focus Areas                                             The  Board  Effectiveness  Evaluations  (“BEE”)  are
                                                                      conducted annually to identify opportunities for increasing
              The BNRC focuses on reviewing and recommending:
                                                                      efficiency,  maximise  strengths  and  to  highlight  areas  for
              •  The appointment and re-appointment of Independent
                                                                      improvement.  Where  applicable,  professional  consultants
                 and Non-Independent Non-Executive Directors.
                                                                      are  engaged  to  conduct  the  assessment.  The  Chairman
              •  The  appointment  and  re-appointment  of  Shariah   of  BNRC  oversaw  the  overall  evaluation  process  while
                 Committee members                                    the  responses  shall  be  reviewed  and  analysed  by  the
              •  The revised composition of the Board Committees.     BNRC,  before  the  assessment  results  were  tabled  and
              •  The   new   appointment/renewal/revision   of   the
                 contract  of  service  of  Senior  Management  and  their
                 remunerations.
              •  The annual Corporate Scorecard and KPI’s for Senior   In line with the recommendation
                 Management  and  their  respective  performance  and   in the BNM CG, the Board had
                 reward.
                                                                      conducted the BEE for the year
              •  The remuneration of the Non-Executive Directors.
                                                                      2021. As required by the BNM PD
                                                                      on Shariah Governance, the 2021

                                                                      BEE has also included assessment
                                                                      on Shariah Committee members.
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