Page 152 - Bank-Muamalat_Annual-Report-2023

BANK MUAMALAT MALAYSIA BERHAD

GOVERNANCE
DISCLOSURE

DELEGATION OF AUTHORITY
i. Separation of Chairman and PCEO

The roles of the Chairman and PCEO are distinctly separate, and the Chairman has not previously held the position of
PCEO in Bank Muamalat. The Chairman’s main responsibility is to provide significant guidance to the Board to ensure
that the Board carries out its duties effectively. On the other hand, the PCEO is primarily accountable for managing
day-to-day business operations in line with the Board’s strategy and key performance indicators.
The specific duties and responsibilities of the Chairman and PCEO are outlined in the Charter.

The Management Committee supports the PCEO in managing the Group’s operations by establishing performance
targets, executing the Group’s strategy, overseeing critical objectives and commercial plans to assist in achieving
the Group’s targets, and evaluating new business initiatives and opportunities.

ii. Board Committees
There are five Board Committees established by the Board; the Board Audit Committee, Board Risk & Compliance
Committee (formerly known as Board Risk Management Committee), Board Nomination & Remuneration Committee,
Board Veto Committee and Board Technology Committee (newly formed on 28 April 2023). These Committees play
a significant role in reviewing matters within their respective Terms of Reference and support the Board’s discharge
of its duties and responsibilities, and in keeping the Board efficient. Each of the Committees has specific Terms of
Reference, scope and authority to review matters tabled before the Committee prior to decision-making by the Board as a
whole. Membership of these Committees is reviewed as and when required, with specific emphasis on updates in governance
requirements and efficiency of the Committees.
Each Committee comprises a minimum of three (3) Directors, with a majority of Independent Directors, and Directors possessing
the skills, knowledge, and experience necessary to fulfill the responsibilities of the corresponding Board Committees.
Save for the Board Compliance Committee which was disbanded on 1 March 2023, all Committees are chaired by Independent
Directors. The Chairman of the Board does not chair any of the Board Committees.

In light of the progress achieved and measures implemented of Bank Muamalat’s Anti-Money Laundering and Counter
Financing of Terrorism (AML/CFT) measures, the Board has resolved to dissolve the Board Compliance Committee.
In its place, the Board Risk Management Committee will assume responsibility for overseeing the Bank’s compliance
management, ensuring regulatory compliance risk, and overseeing AML/CFT measures.

Bank Muamalat has established a Board Technology Committee to oversee the implementation of its IT Strategic
Plan and RISE26+ transformation, in order to accelerate growth and unlock value through innovative digital offerings
and modernised digital operations and platform. This move is in line with Bank Muamalat’s mission to embark on digital
banking.
Source of Authority/Roles and Responsibilities specified in:
• Board Charter

• Constitution
• Terms of Reference of each Board Committee

• Companies Act 2016
• IFSA 2013

• BNM Policy Documents and other applicable regulatory requirements

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