Page 163 - Bank Muamalat_AR24

ANNUAL REPORT 2024 1 2 3 4 5 6 Governance 7 8 161

iii. Company Secretary • Board Committee Effectiveness Assessment (including
Shariah Committee) to assess amongst others, the
During Board meetings, the Company Secretary is present Committees’ Structure (size, composition and member
and responsible for documenting key deliberations and classification), quality of information, deliberation and
decisions made. Additionally, the Company Secretary decision making including how members challenge
serves as a liaison between the Board, its committees, matters discussed, accountability and responsibilities
and management, and provides support to Directors in and effectiveness of the Board Committee including
fulfilling their duties. The Company Secretary also aids in its terms of reference, processes and reporting line.
the orientation of new Directors and helps to facilitate
the ongoing professional development of all Directors. • Individual Board Committee Members’ Assessment
(including Shariah Committee) to assess, amongst
others, the Committees’ dynamics and participation
BOARD EFFECTIVENESS and Fit and Proper criteria.
i. Board Effectiveness Evaluation ii. Board Meetings and Access to Information
On an annual basis, Board Effectiveness Evaluations The agenda of Board meetings is drawn up upon
(BEE) are carried out to identify areas where efficiency consultation between the Chairman, the PCEO, and
can be improved, strengths can be maximised, and areas the Company Secretary. The agenda and Board papers
that require improvement. If necessary, professional are circulated to Board Members via meeting software,
consultants are hired to conduct the assessment. which allows the Directors to access, read, and review
The BNRC Chairman oversees the overall evaluation Board/Committees Documents securely.
process, while the BNRC reviews and analyzes the
responses. The assessment results are then presented The Board meets at least 10 meetings in a year,
to the Board. with additional meetings convened as and when urgent
issues and/or important decisions are required to be
Following the recommendation in the BNM CG, made between the scheduled meetings. Scheduled
the Board conducted the Board Effectiveness Evaluation Board meetings are structured with certain preset
(BEE) for the year 2024. In compliance with the BNM agendas.
PD on Shariah Governance, the 2024 BEE also assessed
the performance of the Shariah Committee and its Directors participated in Board and Committee meetings
members. in person, or via the virtual platform, Teams. Directors
utilised digital means to participate in meetings that
The categories of assessment embedded in the 2024 were effectively held. Minutes of the meetings, together
BEE questionnaires were: with a summary of the action items, were circulated
to all members of the Board prior to the meetings.
• Board Assessment to assess amongst other the Board’s
structure, size, composition (mix of skills, experience During each meeting, the respective Chairmen/
and competency), quality of information, deliberation representatives of the Board Committees provide
and decision making, including how Directors challenge updates to the Board on matters discussed in the
matters discussed committees as well as on matters that require the
Board’s attention. Other Heads of Division and external
• Individual Directors’ Assessment (including Independent advisers may be invited to attend the meeting to advise
Directors) to assess amongst others the respective the Board on specific matters. Directors have the
Directors’ ability to critically challenge and ask the opportunity to discuss these matters and challenge the
right questions, character and integrity in dealing with ideas presented if necessary. The Chief Financial Officer
potential conflict of interest situations, commitment to is invited to attend all Board meetings, while relevant
serve the Bank with due diligence and integrity, critical Senior Management Officers of BMMB are invited
and vigilant in offering alternative points of view, to attend to provide briefings and details to the
fit and properness and independence of the Directors on recommendations or reports submitted
Independent Directors including level of independence to the Board.
in exercising his/her judgment and ability to act in the
best interest of the Bank; and The PCEO and Head of Business, Operations, Support,
and Control functions update the Board on the Bank’s
• Board Skill Set Assessment to assess amongst
others the Board’s leadership and strategy, legal business and operations, regulatory and compliance
and regulatory requirements, banking and finance, updates, as well as industry trends and developments.
corporate governance, Shariah governance, risk The Chief Financial Officer presents financial performance
management and internal controls, accounting and and significant financial highlights. The minutes of the
financial reporting and operational management. Board meetings record all the important deliberations,
decisions, and conclusions.