Page 151 - Bank-Muamalat_Annual-Report-2023

ANNUAL REPORT 2023
GOVERNANCE

The Directors have demonstrated exceptional commitment and dedication in fulfilling their duties and
responsibilities, as evidenced by their attendance record that surpasses the prescribed criteria outlined
in the Charter. Moreover, the Directors have fully complied with the attendance requirements of at least
75 per cent, as per the BNM CG. The table below provides the attendance record of each Director
at the Board and Committee meetings held in 2023:

Name of Directors Board BAC BRCC BNRC BVC BTC BCC

Tan Sri Tajuddin Atan, FCB 11/11 N/A N/A N/A N/A N/A N/A
Johari Abdul Muid 11/11 11/11 15/15 9/9 11/11 4/4 N/A
Tan Sri Che Khalib Mohamad Noh 9/11 N/A N/A 8/9 11/11 N/A N/A
Dato' Ibrahim Taib 11/11 N/A 15/15 N/A N/A 4/4 1/1
Ainol Roznain Yaacob 11/11 10/11 N/A 9/9 N/A N/A N/A
Md Khairuddin Hj Arshad 11/11 11/11 15/15 N/A 11/11 N/A 1/1
Mohd Razlan Mohamed 11/11 N/A 14/15 9/9 11/11 N/A N/A
Roshidah Abdullah 9/11 10/11 N/A 9/9 N/A 4/4 1/1

ii. Re-election of Directors
Clause 76 of Bank Muamalat’s Constitution provides among others, that one-third of the Directors for the time being or,
if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.
The Directors to retire shall be the Directors who shall have been longest in Office. A retiring Director shall be eligible
for re-election and shall act as a Director throughout the meeting at which he/she retires.

Md Khairuddin Hj Arshad, Johari Abdul Muid and Mohd Razlan Mohamed are retiring by rotation in accordance with
Clause 76 of Bank Muamalat’s Constitution and been eligible, and have offered themselves for re-election.

The retiring Directors mentioned above have satisfied the performance standards of an efficient and high-performing
Board, as assessed by the Board Effectiveness Evaluation, which encompasses Self and Peer Assessment.
After assessing their professionalism, extensive experience, significant relationships, expertise, dedication, and individual
contributions in carrying out their respective responsibilities, the Board and BNRC have determined that all Directors standing
for re-election at the upcoming AGM have met the Board’s expectations by consistently fulfilling their duties with diligence as
Directors of the Bank.
Based on the BNRC’s evaluation, the Board has decided to endorse and propose the re-election of each retiring Director
at the forthcoming AGM.

iii. Tenure of Independent Directors
The maximum tenure for an Independent Director is nine years, which can either be served consecutively or cumulatively
with intervals. The tenure will conclude either upon the expiration of the current term as authorised by BNM or
the later date of the two options.
As of the date of this report, none of the INEDs has served the Board for more than nine years.

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