Corporate Governance

Constitution of Bank Islam Malaysia Berhad
  

The Board has the overall responsibility to promote the sustainable growth and financial soundness of Bank Islam, and give direction and oversight to the management of the business and operations of Bank Islam.


  
THE BOARD
Board Responsibilities
The Board has the overall responsibility to promote the sustainable growth and financial soundness of Bank Islam, and give direction and oversight to the management of the business and operations of Bank Islam.
Chairman
Key Responsibilities:
  • Provide leadership for the operation, governance and meetings of the Board;
  • Set the agenda for Board meetings and encouraging debate to ensure sound decision-making;
  • Oversee the performance evaluation of the Board and its Committees; and
  • Communicate with stakeholders and ensure stakeholders’ views are communicated to the Board.
Non-Executive Directors (Independent and Non-Independent)
Key Responsibilities:
  • Review and approve strategic and policy matters of the Bank’s business and operations;
  • Scrutinise, measure and review the performance of the Management in implementing the approved strategies and policies;
  • Review the Bank’s accounting and financial reporting system, ensure implementation of the Bank’s governance, and ensure systems of internal control and risk management are appropriate and effective;
  • Oversee the Bank’s compliance with regulatory requirements; and
  • Review succession plans for the Board, Shariah Supervisory Council (“SSC”) and Senior Management.

   The Board is assisted by the Company Secretary who is responsible for the following matters:
CORPORATE GOVERNANCE ADVISORY
  • Advising the Board on its roles and responsibilities.
  • Monitoring corporate governance developments and assisting the Board in applying governance practices.
  • Facilitating the orientation of new Directors and assisting in Directors’ training and development.
COMPLIANCE ADVISORY
  • Advising the Board on corporate disclosures and compliance with Company regulation and other regulatory bodies.
  • Notifying the Chairman of any possible violations of regulatory requirements.
INFORMATION FLOWS AND MEETINGS
  • Managing the logistics and recording minutes of all Board and Board Committee meetings.
  • Facilitating Board communication.
  • Relaying Board and Board Committee decisions to Management to act upon.
STAKEHOLDER COMMUNICATION
  • Managing processes pertaining to general meetings.
  • Serving as a focal point for stakeholders’ communication and engagement on corporate governance issues.
Authority and Delegation The Board has authorised the Management to execute certain functions to facilitate the day-to-day operations of Bank Islam. However, the Board Charter and the Board of Directors’ Terms of Reference prescribes that there are some matters which are specifically reserved for the Board.

The SSC forms an important part of the governance structure of the Bank, and functionally reports to the Board. It was established to perform an oversight role on any Shariah matters and to advise the Bank in ensuring its business, affairs and activities comply with Shariah.

 

THE SHARIAH SUPERVISORY COUNCIL (“SSC”)
The SSC forms an important part of the governance structure of the Bank, and functionally reports to the Board.
Duties and Responsibilities In addition to the Board’s oversight accountability on Shariah compliance, the SSC was established to perform an oversight role on any Shariah matters and to advise the Bank in ensuring its business, affairs and activities comply with Shariah. The SSC’s primary duties and responsibilities are outlined in the SSC’s Terms of Reference.