Page 154 - Bank-Muamalat_Annual-Report-2023

BANK MUAMALAT MALAYSIA BERHAD

GOVERNANCE
DISCLOSURE

Board Nomination & Remuneration Committee (BNRC)

12. Assessing and recommending specific remuneration packages for the PCEO.
The remuneration package should be structured such that it is competitive and
consistent with the Islamic bank’s culture, objectives, and strategy. Salary scales
drawn up should be within the scope of the general business policy and not be
dependent on short-term performance to avoid incentives for excessive risk-taking.
As for Non-executive Directors and Independent Directors, the level of remuneration
should be linked to their level of responsibilities undertaken and contribution
to the effective functioning of the Board. In addition, the remuneration of each
Board member may differ based on their level of expertise, knowledge, and experience.
13. Assessing and recommending the remuneration of the Shariah Committee members
for the main Board’s approval. The remuneration shall be commensurate and reflect
the roles and responsibilities of the Shariah Committee.
Focus Area The BNRC focuses on reviewing and recommending:
• The appointment and re-appointment of Independent and Non-Independent Non-Executive
Directors.
• The appointment and re-appointment of Shariah Committee members
• The revised composition of the Board Committees.
• 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 Management and their respective
performance and reward.
• The remuneration of the Non-Executive Directors.

Board Veto Committee (BVC)

Members Name of members
Mohd Razlan Mohamed (Chairman)
Johari Abdul Muid
Tan Sri Che Khalib Mohamad Noh
Md Khairuddin Hj Arshad

Roles and responsibilities 1 Review and approve/concur/recommend new and/or additional increases on the existing
facility.
2. Material Changes/Variations to Terms and Conditions – review of the decision for
the Board Veto Committee covers only the following:
• Change of major shareholders.
• Entering into a joint venture that is being financed by the Bank
• Merger, consolidation, and reorganisation
• Change in core business operation
• Erosion in collateral value that arises from the substitution of the earlier approved
security.
• Withdrawals or substitutes in guarantor

152