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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.