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EXIM BANK MALAYSIA
           68                                      A Vision to Serve      Empowering Growth  Management Discussion and Analysis
               ANNUAL REPORT 2023
          STATEMENT ON CORPORATE GOVERNANCE









           PARt 2: BoARD CoMPoSItIon

          Board Size, Composition and Diversity

          Overall, the composition and structure of the Board is aligned with regulatory requirements and best practices of Corporate
          Governance. Article 94(1) of the Constitution of the Bank provides that the number of Directors should be between two (2) to
          twelve (12). As at 31 January 2024, the Board consists of:



                                            1


                                                                          50                        50
                 2                                                               %                          %
                                                                          3 male                    3 female
                                                                          directors                 directors
                                 6
                              Directors

                                                             CoRE CoMPEtEnCIES
                                                                            Insurance/
                                                                Banking                   Finance     Accounting
                                                                              Takaful
                                           3                                                         Business
                                                                   Audit             Legal
                                                                                                   Management
           ˜  Independent Non-Executive Chairman
           ˜  Independent Non-Executive Directors                  Socioeconomics/
           ˜  Non-Independent Non-Executive Directors                                           Industry/
              [nominees from MOF (Inc.) and Ministry of Investment, Trade   Public Policy, and Public   Subject Matter Expert
              and Industry (MITI)]                                  Administration



          Based on the above:

          •  The present composition of the Board is in compliance with BNM’s Policy Document on Corporate Governance, as more than
            half of its members are Independent Directors;
          •  The  Board  demonstrates  gender  diversity,  with  an  equal  representation  of  male  and  female  directors,  complying  with
            recommendations for gender diversity set forth by MOF (Inc.) and the Code, i.e, having at least 30% women directors sitting on
            the Board; and
          •  The  Board  is  also  committed  in  maintaining  diversity  across  various  dimensions,  such  as  age,  cultural  and  educational
            backgrounds, professional experience, skills, knowledge and length of service. Such diversity enriches the Board’s collective
            critical capabilities, expertise and experience, which is necessary in carrying out its functions effectively.

          A brief profile of each member of the Board is presented on pages 52 to 57 of this Annual Report.
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