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62    EXIM BANK MALAYSIA
            Annual Report 2020

          CORPORATE GOVERNANCE DISCLOSURE REPORT










          Nomination and Remuneration Committee (NRC)
          Primary objectives of the NRC are as follows:

          Provide a formal and transparent procedure and support to the Board in carrying out its function in overseeing the following matters
          concerning the Board, Board Committees, Directors, SC, P/CEO and Senior Management:




           Appointments,                               Performance
          reappointments          Composition         evaluation and         Fit and proper
                                                                             assessments
            and removals                               development



          Support the Board in overseeing matters relating to the remuneration policy and packages for the Directors, SC members,
          P/CEO and Senior Management of the Bank including various incentives or retention schemes implemented by the Bank.
          NRC comprises three (3) members, exclusively NEDs and chaired by an Independent Director.

          The functions and responsibilities of the NRC are as follows:

                                                    Nomination functions

           •    Oversee  the  overall  composition  of  the  Board,  Board  •    Assess annually the performance and effectiveness of the
               Committees and SC in terms of size, skill and the   Board, Board Committees and the contribution of each
               balance between NEDs and Independent Director and to   individual director in discharging their duties.
               recommend to the Board the appropriate policy relating   •    Assess the performance and effectiveness of the Senior
               thereto.                                            Management in discharging their duties including the
           •    Recommend  suitable  candidates  to  the  Board  for  the   setting of appropriate performance target parameter of
               appointment and re-appointment in the Board, Board   each financial year.
               Committees, SC and P/CEO taking into consideration   •    Oversee the succession planning framework for the Board
               amongst others the fit and proper assessment that the   and Senior Management.
               individuals should bring to the Board.
                                                               •    Ensure  all  Directors  undergo  an  appropriate  induction
                In the case of candidates for the position of Independent   programme and receive continuous training in order to
               Directors, the NRC shall also evaluate the candidates’   keep abreast with the latest developments in the industry.
               character and judgment to discharge such responsibilities/  •    Oversee  and  recommend  to  the  Board  on  the  Human
               functions as are expected from Independent Directors.
                                                                   Capital policies and strategies, compensation and benefits
           •    Recommend candidates to the Board for the appointments   policies/plans and the terms and conditions of service of
               and reappointments of Senior Management based on the   the P/CEO and Senior Management.
               fit and proper assessment.
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