Page 65 - 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

The Board Charter outlines the roles and responsibilities PART 2: BOARD COMPOSITION
of the Board which includes to provide oversight on
Management. The Board stand guided amongst others Board Size, Composition and Diversity
with the following core responsibilities in performing its
Article 94(1) of the Constitution of the Bank provides that
duties for the Bank:
number of Board members should be between two (2) to
1) The Board is charged with leading and managing twelve (12) members. As at 31 December 2022, the Board
the Bank in an effective and responsible manner. consists of:
Each Director has a legal duty to act in the best interest
of the Bank. The Directors, collectively and individually,
3 male 3 female
are aware of their responsibilities to shareholders and
directors directors
stakeholders for the manner in which the affairs of the
Bank are managed. The Board sets the Bank’s values 50% 50%
and standards and ensures that its obligations to its
shareholders and stakeholders are understood and met.
1
Independent Non-Executive
2) The Board plays a critical role in ensuring that the Bank Chairman
2
upholds sound and prudent policies and practices. Independent Non-Executive
The Board will perform its oversight role effectively and Directors
understands its overall responsibilities to shareholders Non-Independent
and stakeholders. The Board members are not involved Non-Executive Directors
(Nominees from the Ministry
in the day-to-day operations of the Bank but will of Finance (MOF) and
provide an effective check and balance mechanism in Ministry of International Trade
and Industry (MITI)
the overall management of the Bank. 3
3) The Board bears ultimate responsibility for the proper
Core competencies
stewardship of the Bank. The Board understands that
the responsibility for good Corporate Governance in
ensuring the maximisation of shareholders’ value and Banking Business management
the safeguarding of stakeholders’ interest is performed Insurance Socio-economics/
through rigorous and diligent oversight of the Bank’s Finance public policy, and public
affairs, establishing, amongst others, the corporate values, Accounting administration
vision and strategies that will steer the activities of the Audit Industry/Subject Matter
Bank, and to be aware of the types of material financial Legal Expert (SME)
activities the Bank intends to pursue.
Based on the above:
4) The Board has a fiduciary duty to act in the best interest
of the Bank and understands the responsibility for good • The present composition of the Board is in compliance
Corporate Governance therefore strives to ensure the with BNM’s Policy Document on Corporate Governance as
highest standards of Corporate Governance are practised. more than half of its members are Independent Directors;

5) The Board also provides the necessary and requisite • The Board applied gender diversity as recommended by
overall oversight on the Shariah governance structure MOF and Malaysian Code on Corporate Governance of
and Shariah compliance of the Bank as required under Securities Commission Malaysia (the Code) of having at
least 30% women director representation on the Board.
BNM’s Shariah Governance Framework for Islamic
Financial Institutions. The Board, upon consultation with • The Board had indicated their commitment in
the Shariah Committee (SC) shall approve all policies maintaining diversity from different aspects such as
relating to Shariah matters and is expected to ensure gender, age, cultural and educational background,
that such policies are implemented effectively. professional experience, skills, knowledge and length
of service which enables the Board to have the critical
capabilities, expertise and experience necessary to carry
out its functions effectively which is reflected in the
Board’s composition and decision-making process to
address key risks and major issues relating to the Bank’s
long-term strategies and sustainability.