Page 150 - Bank-Muamalat_Annual-Report-2023

BANK MUAMALAT MALAYSIA BERHAD

GOVERNANCE
DISCLOSURE

BOARD CHARTER
The Board Charter formalises the various roles and responsibilities of the Board, Board Committees and individual Director of
Bank Muamalat with the aim of streamlining and enhancing corporate governance practices towards transparency,
accountability and integrity in boardroom activities.
The powers of the Chairman, Non-Executive Directors and President & Chief Executive Director (PCEO) are set out
in the Board Charter (Charter).
The Charter is available online at
https://www.muamalat.com.my/downloads/corporate-overview/Board-Directors/Board-Charter-v3.0.pdf
The following summarises the list of Matters Reserved for the Board’s deliberation and decision:

• Strategic decisions which are, or may be significant, in terms of future profitability of the Bank
• Decisions on significant/material matters on capital and finance
• Adoption/changes to the Constitution or terms of reference of Board/Board Committees

• Decision in relation to delegation of authority
• Decision on appointments and removal of any member of the Board, or the company secretary, or the senior management,
a director from the Chairmanship of the Board and external auditors or other professional advisors.
• Significant and/or connected party contracts and transactions or contract that involves conflict of Director’s personal interest.

• Disclosure on financial information/reports for publication as well as presentation to Shareholders or disclosure on material
information that may affect the image of the Bank
• Policy governing the Board Meetings

• Payment by Bank arising out of legal dispute/legal settlement exceeding RM100,000
Further details on Board Reserved Matters can be found in the Board Charter.

THE BOARD
The Board comprised eight Directors, of whom five are Independent Non-Executive Directors (INEDs) and three
Non-Independent Non- Executive Directors (NINED).
The Board takes cognisance of the requirement of BNM CG in relation to the board composition with a majority of independent
directors.

i. Appointment and Re-appointment of Directors
The Bank adheres to the BNM CG in relation to the nomination of new Directors and the renewal of tenures of existing
Directors upon their expiration, as authorised by BNM. All nominations and renewals of Director positions are contingent
on the endorsement of BNM.
The Board Nomination & Remuneration Committee (BNRC) has been assigned with the primary duty of evaluating
potential candidates for new appointments or re-appointments of existing Directors. The BNRC further ensures that each
candidate/Director fulfills the necessary prerequisites of a Director in terms of expertise and fundamental competencies
and meets the standards of being fit and proper to be appointed/re-appointed as a Director in accordance with the
criteria outlined by BNM. Following the assessment, the BNRC will subsequently propose the appointment of the candidate
as a Director for approval by the Board.

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