Page 64 - EXIM-Bank_Annual-Report-2022

A VISION COMMITMENT EMPOWERING ENSURING ENHANCINg FINANCIAL
62 EXIM BANK MALAYSIA ANNUAL REPORT 2022 TO SERVE TO LEAD GROWTH SUSTAINABILITY gOVERNANCE STATEMENTS 63

STATEMENT OF

CORPORATE GOVERNANCE

INTRODuCTION

The Board of Directors (Board) of Export Import Bank of Malaysia Berhad
(EXIM Bank or the Bank) is committed to upholding the principles and best
practices of corporate governance and adheres to the Bank Negara Malaysia’s
(BNM) Corporate Governance Policy Document (CGPD), and primary legislative and
regulatory provisions. 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 to achieve the Bank’s long
term growth strategies, maximise shareholder value, protect the interest of the
Bank’s stakeholders, ensure continuous sustainability and to set a solid foundation
for the Bank to carry out its mandated role as a Development Financial Institution.

The Board also recognises the Board Charter as an important governance tool and guiding document that sets out the Board’s
strategic intent and outlines the roles and powers that the Board 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 clearly defined Terms of References primarily to assist
the Board in the execution of its duties and responsibilities. Nevertheless, 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), powers, 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 BNM 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 BOARD
Roles and Responsibilities

The Board acknowledges Corporate Governance is vitally important to the business of the Bank and is committed and steadfast in
the application of Corporate Governance principles in all its business dealings with its stakeholders.

The Board together with the Management is focused on the overall strategic direction, development and control of the Bank
in an effective and responsible manner. The Management is also responsible for the running of the Bank’s business operations,
general activities and administration of financial and non-financial matters guided by the established delegated authority from
the Board.
The Bank also recognises effective participation by Independent Directors which enables a balanced and objective assessment of
issues and increases accountability during the decision-making process. Independent Directors who meet the criteria for suitability
can act as a check and balance on the Board. Additionally, such members can bring fresh perspectives from other businesses,
which can help the Board to function more effectively. The Bank’s Independent Directors’ roles and responsibilities shall be
independent of the Management’s functions and free of any business or other relationship that might impair their ability to exercise
independent judgement or act in the Bank’s best interests.