Page 58 - EXIM_AR2021

56 ENHANCING EXIM BANK MALAYSIA
GOVERNANCE

STATEMENT OF

CORPORATE GOVERNANCE

PART 4: BOARD AND BOARD COMMITTEES Board Committees

Board Meetings The Board has delegated certain of its governance
responsibilities to the Board Committees, which operate
The Board Charter stipulates that the Board needs to meet at within clearly defined Terms of References, primarily to assist
least once a month in discharging its duties and responsibilities. the Board in the execution of its duties and responsibilities.
Besides the twelve (12) pre-scheduled Board meetings Although the Board has granted such discretionary authority
determined in advance to enable the Board members to plan to these Board Committees to deliberate and decide on certain
their meeting schedules, the Company Secretarial Department key and strategic matters, the ultimate responsibility still lies
will arrange for ad-hoc Board meetings as circumstances with the Board. The Chairpersons of the respective Board
dictate. Committees will report to the Board on matters dealt with at
their respective Board Committee meetings.
Senior Management is invited to attend these meetings to share
their views and feedback on the proposals submitted. Senior The Board Committees are as follows:
Management’s attendance also provides an opportunity for the
Board to discuss the subject matter presented directly with the 1. Board Credit Committee;
respective paper owners. 2. Board Audit Committee;

According to BNM CGPD, Board members are required to attend 3. Board Risk Committee; and
at least 75% of the Board meetings held in each financial year. 4. Nomination and Remuneration Committee.
During the financial year ended 31 December 2021, the Bank
conducted 27 Board meetings and all Board members exceeded Board Credit Committee (“BCC”)
the minimum 75% attendance requirement. The BCC is primarily responsible to perform supervisory and
All issues raised, discussions, deliberations, decisions and oversight roles on financing and credit related proposals and
conclusions including dissenting views made at the meetings, approval. The BCC shall refer to the Credit Risk Policy and the
must be recorded in the minutes of meetings without fear or Bank’s latest Approving Authorities and Authority Limits.
favour with clear actions to be taken by the affected parties. The BCC comprises four (4) members, a majority being
The Roles of the Chairman at Board Meetings Independent Non-Executive Directors (“INEDs”) and chaired
by an INED. The BCC shall have the following specific
The Chairman’s primary role is to preside over board meetings responsibilities:
and to ensure the smooth functioning of the board in the
interest of good corporate governance. In performing this role, 1. To deliberate, review and exercise the right to approve,
the Chairman is responsible for, amongst others:- reject and modify the terms and conditions of credit
applications which have been approved by the Management
1. Leading the Board in setting the values and standards of Credit Committee (“MCC”).
the Bank along with the Directors to create an environment
of trust. 2. To recommend “policy loans/financing” and loans/
financing which are required by statute to be approved by
2. To promote the highest standards of corporate governance, the Board, which have been reviewed and recommended by
probity and integrity with respect to the deliberations and the MCC.
decisions made.
3. To seek/obtain any information from any employee of the
3. To ensure that complete, timely, relevant, accurate, honest Bank and to commission any investigations, reports or
and accessible information is placed before the Board to surveys, if deemed necessary on credit related matters.
enable Board members to reach an informed decision.
During the financial year ended 31 December 2021, the
The Bank has complied with the Code where the Chairman shall BCC met 22 times. Members of the BCC and details of
only chair Board and General meetings and the Chairman shall the meetings attended by the members are stated on
not be appointed as Chairman or member of any of the Board page 61 of this Annual Report.
Committees . This is to promote robust and open deliberations
3
by the Board on matters referred by the Board Committees.

3 Following the departure of Dato’ Dr. Feizal Mustapha on 8 March 2021, the Nomination and Remuneration Committee Chairman, Datuk Dr. Syed Muhamad
Syed Abdul Kadir was also appointed as the interim Chairman from 22 April 2021 to 30 September 2021. Subsequently, Dato’ Azman Mahmud was appointed
as the new Chairman of the Bank effective 1 October 2021.