Page 72 - Exim iar24_Ebook

EXIM BANK MALAYSIA
70

STATEMENT ON
CORPORATE GOVERNANCE

PART 4: BOARD AND BOARD COMMITTEES

Board Meetings
According to the Board Charter, the Board must meet at least six (6) times annually to discharge its duties and responsibilities.
Board meetings are scheduled at the start of each year and the meeting calendar is circulated to all Directors to help them to plan
ahead. Additional meetings are held as needed throughout the year.
As mandated by the BNM CGPD, Directors must attend at least 75% of Board meetings annually. In the financial year ended
31 December 2024, the Bank held 17 Board meetings, and all Directors met this minimum attendance requirement.

Senior Management or any other relevant person may be invited to attend Board meetings, allowing the Board a chance to seek
clarifications or obtain details directly from them about the proposals/reports submitted.

Meeting minutes must accurately and impartially record all raised issues, discussions, deliberations, decisions, and conclusions,
including any dissenting views, along with clear action items for the relevant parties.
Depending on the urgency of the matters, the Board may grant approval by way of circular resolution in writing pursuant to the
Constitution of the Bank.
The Roles of the Chairman at Board Meetings

The Chairman’s main responsibility is to lead Board meetings and ensure the Board operates effectively while upholding good
corporate governance. This involves, but is not limited to, the following:
1. Leading the Board and Management in setting the values and standards of the Bank along with the Directors to create an
environment of trust.
2. To promote the highest standards of corporate governance, probity and integrity with respect to the deliberations and
decisions made.
3. To ensure that complete, timely, relevant, accurate, honest and accessible information is placed before the Board to enable
directors to reach an informed decision.

The Bank adheres to the Code’s requirement that the Chairman only leads Board and General meetings and does not serve as
Chairman or member of any Board Committees. This practice fosters open and robust Board discussions while ensuring effective
checks and balances on matters originating from the Board Committees.

Board Committees
The Board has delegated specific governance responsibilities to several Board Committees, namely the Board Credit Committee,
Board Audit Committee, Board Risk Committee, Nomination and Remuneration Committee, and Board Tender Committee.
These committees operate under clearly defined Terms of Reference, primarily to support the Board in carrying out its roles and
responsibilities. The aforesaid TORs are reviewed from time to time to ensure they remain relevant and up to date.

The Board remains fully accountable for any authority delegated to the Board Committees. The Chairpersons of each committee will
report back to the Board on the matters discussed and decided in their respective meetings.
Board Credit Committee (BCC)

The BCC is responsible for overseeing and concurring on financing and credit-related proposals and approvals, in accordance with
the Credit Risk Policy and the Bank’s current Approving Authorities and Authority Limits.

The BCC comprises three (3) members, a majority of whom are Independent Non-Executive Directors (“INEDs”) and is chaired by an
INED. The Terms of Reference of BCC is available on the Bank’s corporate website at https://www.exim.com.my.
The BCC has held nineteen (19) meetings during the financial year. Details of the BCC members and their meeting attendance are
available on page 72 of this Annual Report.