Page 72 - EXIM-Bank_Annual-Report-2023

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

In respect of the fit and proper assessment of a candidate, the NRC considers the following criteria with:

1. Probity and reputation - the 2. Competency - the candidate 3. Financial Integrity - the
candidate must have the must have the necessary candidate must be able to
requisite qualities such as qualifications, skills, experience, manage his debts or financial
honesty, integrity, diligence and ability and commitment to carry affairs prudently.
independence. out the role.

The NRC is guided by BNM’s as well the Bank’s internal Policy on Fit and Proper Criteria to perform fit and proper assessments on
the suitability of the directors to continue in their present role. The assessment involves a self-declaration by the Directors to ensure
the suitability and independence of the Directors to continue to serve as Directors of the Bank.

PARt 4: BoARD AnD BoARD CoMMIttEES

Board Meetings
The Board Charter stipulates that the Board needs to meet at least once a month in discharging their duties and responsibilities.
Company Secretarial Department (CSD) had pre-scheduled twelve (12) Board meetings in advance, which enable the Directors to
plan their meeting schedules. Additionally, special Board meetings will be organised if required.
Directors are required to attend at least 75% of the Board meetings held in each financial year as stated in BNM CGPD.
For the financial year ended 31 December 2023, the Bank had conducted 13 Board meetings. All directors fulfilled the minimum
requirement of 75% attendance.
Senior Management is invited to attend the meetings to share their views and feedback on the proposals submitted.
Their attendance also provides an opportunity for the Board to discuss the subject matter presented directly with Management.
All issues raised, discussions, deliberations, decisions and conclusions, including dissenting views made at the meetings, must be
recorded without fear or favour with clear actions to be taken by the affected parties as recorded in the minutes of meetings.

the Roles of the Chairman at Board Meetings
The Chairman’s primary role is to preside over board meetings and to ensure the smooth functioning of the Board in the interest of
good corporate governance. In performing this role, the Chairman is responsible for, amongst others:

1. Leading the Board and 2. To promote the highest 3. To ensure that complete, timely,
Management in setting the standards of corporate relevant, accurate, honest and
values and standards of the governance, probity and accessible information is placed
Bank along with the Directors to integrity with respect to the before the Board to enable
create an environment of trust. deliberations and decisions directors to reach an informed
made. decision.

The Bank has complied with the Code where the Chairman shall only chair Board and General meetings and the Chairman shall
not be appointed as Chairman or member of any of the Board Committees. This to promote robust and open deliberations by the
Board, while providing effective check and balance on matters referred by the Board Committees.