Page 67 - EXIM-Bank_Annual-Report-2022

A VISION COMMITMENT EMPOWERING ENSURING ENHANCINg FINANCIAL
64 EXIM BANK MALAYSIA ANNUAL REPORT 2022 TO SERVE TO LEAD GROWTH SUSTAINABILITY gOVERNANCE STATEMENTS 65

PART 4: BOARD AND BOARD COMMITTEES Board Committees

Board Meetings The Board has delegated certain of its governance
responsibilities to the Board Committees which consist of
The Board Charter stipulates that the Board needs to Board Credit Committee, Board Audit Committee, Board Risk
meet at least once a month in discharging their duties and Committee, Nomination and Remuneration Committee;
responsibilities. Company Secretarial Department (CSD) and Board Tender Committee. The Board Committees
had pre-scheduled twelve (12) Board meetings in advance operate within clearly defined Terms of References,
which enable the Directors to plan their meeting schedules. primarily to assist the Board in the execution of its duties and
Additionally, special Board meetings will be organised if responsibilities.
required.
Although the Board has granted such discretionary authority
Board members are required to attend at least 75% of the to these Board Committees to deliberate and decide on
Board meetings held in each financial year as stated in BNM certain key and strategic matters, the ultimate responsibility
CGPD. For the financial year ended 31 December 2022, still lies with the Board. The Chairpersons of the respective
the Bank conducted 14 Board meetings. All Board members Board Committees will report to the Board on matters dealt
fulfilled the minimum 75% attendance requirement. with at their respective Board Committee meetings.

Senior Management is invited to attend these meetings to Board Credit Committee (BCC)
share their views and feedback on the proposals submitted.
Their attendance also provides an opportunity for the Board The BCC is primarily responsible to perform supervisory
to discuss the subject matter presented directly with and oversight role on financing and credit related proposals
Management. and approval. The BCC shall make reference to the Credit
Risk Policy and the Bank’s latest Approving Authorities and
All issues raised, discussions, deliberations, decisions and Authority Limits.
conclusions including dissenting views made at the meetings,
must be recorded without fear or favour with clear actions to The BCC comprises four (4) members, a majority being
be taken by the affected parties as recorded in the minutes of Independent Non-Executive Directors (INEDs) and chaired
meetings. by an INED. Details of Terms of Reference of BCC is available
on the Bank’s corporate website at https://www.exim.com.my.
The Roles of the Chairman at Board Meetings
During the financial year ended 31 December 2022,
The Chairman’s primary role is to preside over board meetings the BCC met 19 times. Members of the BCC and details
and to ensure the smooth functioning of the board in the of the meetings attended by the members are stated
interest of good corporate governance. In performing this on pages 66 to 67 of this Annual Report.
role, the Chairman is responsible for, amongst others:
Board Audit Committee (BAC)
1. Leading the Board and Management in setting the
values and standards of the Bank along with the Directors The BAC is tasked to review the financial condition of
to create an environment of trust. the Bank, its internal controls, performance and findings
of the internal auditors, and to recommend appropriate
2. Promoting the highest standards of corporate governance, remedial action regularly through its meetings, preferably to
probity and integrity with respect to the deliberations and be held at least once in two (2) months or as and when required.
decisions made.
The BAC comprises of three (3) members (including the BAC
3. Ensuring complete, timely, relevant, accurate, honest and Chairman) a majority being INEDs and chaired by an INED.
accessible information is placed before the Board to Details of Terms of Reference of BAC is available on the
enable Board members to reach an informed decision. Bank’s corporate website at https://www.exim.com.my.

The Bank has complied with the Code where the Chairman The BAC held nine (9) meetings during the financial year
shall only chair Board and General meetings and the Chairman 31 December 2022. Members of the BAC and details of the
shall not be appointed as Chairman or member of any of meetings attended by the members are stated on pages 66 to
the Board Committees. This to promote robust and open 67 of this Annual Report.
deliberations by the Board while providing effective check
and balance on matters referred by the Board Committees.