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54 EXIM BANK MALAYSIA
Annual Report 2020

CORPORATE GOVERNANCE DISCLOSURE REPORT

Roles and Responsibilities of the Board 4) With a fiduciary duty to act in the best interest of the
Bank, the Board understands that the responsibility
The roles and responsibilities of the Board and that of the for good corporate governance rests with them and
Management are clearly demarcated in the Board Charter. The therefore strives to ensure that the highest standards of
roles and responsibilities of the Chairman and the P/CEO are corporate governance are practiced in the discharge of the
segregated. Nonetheless, their respective functions remain Board’s fiduciary duties and responsibilities and practiced
mutually co-dependent enabling efficient and effective execution throughout the Bank.
of their duties and responsibilities.
5) The roles and responsibilities of the Board shall be
Its principal focus is the overall strategic direction, development governed by the Development Financial Institutions Act
and control of the Bank in an effective and responsible manner. 2002 (DFIA), Companies Act 2016, BNM Policy Document
The role of Management, on the other hand, is to run the on Corporate Governance and the Constitution of the Bank,
business operations and general activities and administration including any other guidelines that may be issued by the
of financial and non-financial matters of the Bank within the relevant authorities from time to time.
established delegated authority from the Board.
6) The Board also provides the necessary and requisite overall
In discharging its duties, the Board has these core responsibilities oversight on the Shariah governance structure and Shariah
as its guiding principles: compliance of the Bank as required under BNM’s Shariah
Governance Framework for Islamic Financial Institutions.
1) Charged with leading and managing the Bank in an effective
and responsible manner, each Director of the Board has The Board, upon consultation with the Shariah Committee
a legal duty to act in the best interest of the Bank. The (SC) shall approve all policies relating to Shariah matters and
Directors, collectively and individually, are aware of their is expected to ensure that such policies are implemented
responsibilities to shareholders and stakeholders for the effectively.
manner in which the affairs of the Bank are managed. The Segregation of position of the Chairman and the President/
Board sets the Bank’s values and standards and ensures Chief Executive Officer
that its obligations to its shareholders and stakeholders are
understood and met. Adopting a leadership model that has a clear division or
demarcation of roles and responsibilities between the Chairman
2) The Board plays a critical role in ensuring that the Bank and the P/CEO, the Bank ensures an appropriate balance of
upholds sound and prudent policies and practices. It will power, increased accountability, transparency and enhanced
perform its oversight role effectively and understands its independence in the decision-making process. The positions
overall responsibilities to shareholders and stakeholders. of Chairman and P/CEO are held by different individuals with
The Board will not be involved in the day-to-day operations distinct and separate roles and responsibilities to advocate
of the Bank but will provide an effective check and balance governance and transparency.
mechanism in the overall management of the Bank.
Board Appointment Process
3) As the Board bears ultimate responsibility for the
proper stewardship of the Bank, it understands that The Nomination and Remuneration Committee (NRC) is
the responsibility for good corporate governance in responsible for screening and proposing to the Board for
ensuring the maximisation of shareholders’ value and approval qualified candidates to serve as Directors and members
the safeguarding of stakeholders’ interest is performed of the Board Committees based on the candidates’ skills, core
through rigorous and diligent oversight of the Bank’s affairs. competencies, experience and time to effectively discharge his
It also establishes, amongst others, the corporate values, or her role. The screening process is in accordance with BNM
vision and strategies that will direct the activities of the Guidelines and guided by the criteria outlined in the Bank’s
Bank, and to be aware of the types of material financial Policy on Fit and Proper Criteria and Policy on the Appointment/
activities the Bank intends to pursue. Reappointment of Chairman, Directors and P/CEO.