CIMB Group aspires to the highest standards of Corporate Governance and has put in place a well-defined Corporate Governance Framework to support the Group’s pursuit of achieving long-term and sustainable value. CIMB Group continually benchmarks its governance policies and procedures against local and international standards to ensure its approach to governance remains relevant. The Board of Directors recognises the importance of governance and has given full commitment to ensure the adoption of high standards of practices in both business and operations.
- The Corporate Governance Framework adopted by CIMB Group is guided by the following requirements and guidelines:
- Malaysian Code of Corporate Governance 2012 (MCCG 2012).
- Bank Negara Malaysia (BNM)’s Revised Guidelines on Corporate Governance for Licensed Institutions (BNM CG Guidelines).
- Green Book on Enhancing Board Effectiveness (Green Book) by the Putrajaya Committee on Government-Linked Companies (GLC)’s High Performance.
- Corporate Governance Guide Towards Boardroom Excellence 2nd Edition (CG Guide) by Bursa Malaysia.
- Minority Shareholders Watchdog Group (MSWG)’s Malaysia-ASEAN Corporate Governance Scorecard.
- Developments in market practice and regulations.
In 2015, CIMB Group received several accolades as testament to the Group’s efforts in maintaining in achieving high standards of governance and compliance. CIMB Group Holdings Berhad and PT Bank CIMB Niaga were ranked as the top 3 public-listed companies in Malaysia and Indonesia respectively, as well as listed amongst the top 50 public-listed companies in ASEAN according to the ASEAN Corporate Governance Scorecard by the ASEAN Corporate Governance Association (ACGA). The scorecard assesses the state of corporate governance practices of public-listed companies based on globally accepted parameters of corporate governance as well as other international best practices.
The Annual General Meeting of CIMB Group is convened annually in April. When considered necessary by the Board of Directors, or when requested in writing by the Shareholders representing at least one-tenth of all of the Company’s shares, an Extraordinary General Meeting is convened to address specific matters.
In accordance with Article 54 of the Company’s Articles of Association, Notice and Agenda of the Annual General Meeting is delivered to the shareholders at least 21 days before the meeting. The Notice and Agenda is also published in the local English and Bahasa Malaysia newspapers and made available on CIMB Group’s website. The Notice and Agenda is accompanied by explanatory notes and a statement explaining the rationale behind each Agenda item requiring Shareholders’ approval.
The Shareholders, Board of Directors and Chief Executive Officer/Executive Director are responsible for the control and management of CIMB Group.
The ultimate decision-making authority rests with the Shareholders at the Annual General Meeting where the re-appointment of the Board of Directors and appointment of external auditors are approved. The Board of Directors oversees and appraises CIMB Group’s overall strategic direction and performance. The Chief Executive Officer/Executive Director is responsible for managing CIMB Group’s business and ensuring the implementation of its strategic and operational targets.