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ANNUAL REPORT 2021 53

STATEMENT OF
CORPORATE GOVERNANCE

The Board of Directors (“Board”) of Export Import Bank of Malaysia Berhad (“EXIM Bank” or
“the Bank”) recognises the importance to adopt the principles and best practices of Corporate
Governance as good governance practices leads to financial stability. The Board remains dedicated
and committed in its efforts to build an environment of trust by continuously promoting transparency,
accountability, responsibility and integrity in its decision making process. This commitment is
imperative in achieving the Bank’s long term growth strategies, maximise shareholders’ value,
protect the interest of the Bank’s stakeholders, ensure continuous sustainability and set a solid
foundation for the Bank to carry out its mandated role as a Development Financial Institution (“DFI”).

The Board also recognises the Board Charter as an important governance tool that sets out the Board’s strategic intent and outlines
the role and authority of the Board that specifically reserves for itself, and those which it delegates to the Board Committees and
Senior Management. The Board delegates certain functions to Board Committees, which comprises of members of the Board and
these Board Committees operate within the Terms of References primarily to assist the Board in discharging of its duties and
responsibilities. Although the Board has delegated its authority to the Board Committees, the Board remains fully accountable and
responsible for the actions and decisions carried out by the Board Committees.

The Board Charter adopted by the Bank took into consideration the Board’s roles and responsibilities (both collectively and
individually), authority, fiduciary duties, integrity and functions as provided for in the Development Financial Institutions Act
2002 (“DFIA 2002”), Companies Act 2016, Constitution of the Bank as well as other primary legislative and regulatory provisions
applicable to the Bank. The Board Charter also includes principles and best practices of Corporate Governance advocated under
Bank Negara Malaysia (“BNM”)’s Corporate Governance Policy Document (“CGPD”) and the Malaysian Code on Corporate
Governance (“the Code”).

The following are key Corporate Governance practices adopted by the Bank as per its Board Charter:-
PART 1: ROLES AND RESPONSIBILITIES OF THE manner in which the affairs of the Bank are managed.
BOARD The Board sets the Bank’s values and standards and
ensures that its obligations to its shareholders and
Roles and Responsibilities stakeholders are understood and met.

The Board acknowledges Corporate Governance is important 2) The Board plays a critical role in ensuring that the Bank
to the business of the Bank and is committed in the application upholds sound and prudent policies and practices.
of Corporate Governance principles in all its business dealings The Board will perform its oversight role effectively and
with its stakeholders. understands its overall responsibilities to shareholders

The Board will perform its oversight role effectively and and stakeholders. The Board are not involved in the
day-to-day operations of the Bank but will provide an
understands its overall responsibilities to stakeholders as effective check and balance mechanism in the overall
guided by the Board Charter. Both the Chairman and the P/CEO management of the Bank.
functions are properly segregated. However, their respective
functions remain mutually co-dependent enabling efficient and 3) The Board bears ultimate responsibility for the proper
effective execution of duties and responsibilities. stewardship of the Bank. The Board understands that
the responsibility for good Corporate Governance in
In performing its duties and responsibilities for the Bank, the ensuring the maximisation of shareholders’ value and
Board’s core responsibilities amongst others are as follows:-
the safeguarding of stakeholders’ interest is performed
1) The Board is charged with leading and managing the through rigorous and diligent oversight of the Bank’s
Bank effectively and responsibly. Each Director has a affairs, establishing, amongst others, the corporate
legal duty to act in the best interest of the Bank. The values, vision and strategies that will direct the activities
Directors, collectively and individually, are aware of their of the Bank, and be aware of the types of material financial
responsibilities to shareholders and stakeholders for the activities the Bank intends to pursue.