Page 159 - Bank Muamalat_AR24

ANNUAL REPORT 2024 1 2 3 4 5 6 Governance 7 8 157

THE BOARD

The Board comprised eight Directors, of whom five are Independent Non-Executive Directors (INEDs) and three Non-Independent
Non-Executive Directors (NINED).

The Board takes cognizance of the requirement of BNM CG in relation to the board composition with a majority of independent
directors.
i. Appointment and Re-appointment of Directors

The Bank adheres to the BNM CG in relation to the nomination of new Directors and the renewal of tenures of existing
Directors upon their expiration, as authorised by BNM. All nominations and renewals of Director positions are contingent on
the endorsement of BNM.

The Board Nomination & Remuneration Committee (BNRC) has been assigned the primary duty of evaluating potential
candidates for new appointments or re-appointments of existing Directors. The BNRC further ensures that each
candidate/Director fulfills the necessary prerequisites of a Director in terms of expertise and fundamental competencies
and meets the standards of being fit and proper to be appointed/re-appointed as a Director in accordance with the criteria
outlined by BNM. Following the assessment, the BNRC will subsequently propose the appointment of the candidate
as a Director for approval by the Board.
The Directors have demonstrated exceptional commitment and dedication in fulfilling their duties and responsibilities,
as evidenced by their attendance record that surpasses the prescribed criteria outlined in the Charter. Moreover,
the Directors have fully complied with the attendance requirements of at least 75 per cent, as per the BNM CG. The table
below provides the attendance record of each Director at the Board and Committee meetings held in 2024:

Name of Directors Board BAC BRCC BNRC BVC BTC
Tan Sri Tajuddin Atan, FCB 12/12 Nil Nil Nil Nil Nil
Johari Abdul Muid 12/12 11/11 14/15 7/7 11/11 6/6
Tan Sri Che Khalib Mohamad Noh *10/11 Nil Nil 5/7 9/11 Nil
Dato' Ibrahim Taib *11/11 Nil 15/15 Nil Nil 6/6
Ainol Roznain Yaacob 12/12 11/11 Nil 4/7 Nil Nil
Md Khairuddin Hj Arshad 11/12 10/11 15/15 Nil 11/11 Nil
Mohd Razlan Mohamed 12/12 Nil 15/15 7/7 11/11 Nil
Roshidah Abdullah *11/11 11/11 Nil 7/7 Nil 6/6
*Abstained from Special BOD Meeting held on 21 May 2024.
ii. Re-election of Directors

Clause 76 of BMMB’s Constitution provides among others, that one-third of the Directors for the time being
or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.
The Directors to retire shall be the Directors who shall have been longest in Office. A retiring Director shall be eligible for
re-election and shall act as a Director throughout the meeting at which he/she retires.
Tan Sri Tajuddin Atan, Dato’ Ibrahim Taib, and Puan Roshidah Abdullah are retiring by rotation in accordance with
Clause 76 of BMMB’s Constitution and have been eligible and have offered themselves for re-election.