The Board has delegated specific responsibilities to various Committees in the Group, namely:
- Audit Committee
The Audit Committee comprises solely of Independent Non-Executive Directors with financial knowledge and experience in line with the requirements of the Code and the MMLR.
The key responsibilities of Audit Committee are to ensure high corporate governance practices whilst providing oversight on the Group’s financial reporting, disclosure, regulatory compliance, risk management and monitoring of internal controls processes within the Group. The Audit Committee meets regularly to amongst others, review the quarterly results, full year financial statements, audit reports which include observations pertaining to risk management and internal controls, as well as related party transactions.
Dato’ Zainal Abidin Putih, the Chairman of the Audit Committee, has been a practicing accountant with extensive experience in audit, management consulting and taxation.
The Audit Committee met 13 times in 2011 and the attendance of the members of Audit Committee are as follows:
- Board Risk Committee
The primary responsibility of the Board Risk Committee is to ensure that the integrated risk management functions within the Group are effectively discharged. A total of 5 meetings were held in 2011 and the attendance of members of the Board Risk Committee are as follows:
The terms of reference of the Board Risk Committee are as follows:
- Formulating and reviewing the risk strategy of the organisation.
- Approving and periodically reviewing the Group’s risk management policies in line with the risk strategy.
- Defining the risk management objectives across risk categories and business lines.
- Setting the risk appetite (namely the confidence level to be used for quantifiable risks, maximum size and frequency of losses for risks) of the organisation along specific business lines.
- Reviewing the overall risk profile of the organisation and specific market risk and credit risk portfolio profile on a periodic basis.
- Approving the methodology to be followed for risk-based economic capital computation.
- Approving the contingency plan for dealing with various extreme internal/external events and disasters.
- Ensuring a “risk-aware” culture in the organisation.
- Managing any other risk related issues.
- Group Nomination and Remuneration Committee
The Group Nomination and Remuneration Committee comprise wholly of Non-Executive Directors, the majority of whom are independent.
The Group Nomination and Remuneration Committee reviews the procedure for appointment of Directors, Board Committees and Key Senior Management of the Group and their remuneration package. The Group Nomination and Remuneration Committee also oversees the nomination and remuneration package of Directors and Key Senior Management of regional subsidiaries and joint-venture entities within the Group.
The members of the Group Nomination and Remuneration Committee and their attendance at the meetings held in 2011 are as follows:
The Group Nomination and Remuneration Committee reviews annually, the effectiveness of the Board and Board Committees as well as the performance of individual Directors. The Group has introduced the Board Effectiveness Assessment (BEA) questionnaire for evaluation of the performance of the Board, Board Committees and individual Directors.
The evaluation takes place early in the year and this involves Directors completing the BEA questionnaire, covering the Board and Board Committees processes, the effectiveness and contribution of each of the Directors to the Board and Board Committees.
The Directors’ responses are collated and a comprehensive summary of the findings and recommendations is submitted to the Group Nomination and Remuneration Committee for deliberation, after which, the findings and recommendations are escalated to the Board and Board Committees for further review and proposed actions. The deliberations of the Group Nomination and Remuneration Committee on the findings of the BEA are duly minuted at the meetings of the Group Nomination and Remuneration Committee, Board and Board Committees respectively.
Board recommendations arising from the BEA exercise in 2011 have been communicated to Management and implemented accordingly. The Chairman of the Group Nomination and Remuneration Committee reported at the Board meeting that all Directors continue to perform effectively and had demonstrated greater participation in Board deliberation and evidenced strong commitment to their roles.
The Group Nomination and Remuneration Committee also undertakes individual assessment of Directors eligible for new appointment and re-appointment prior to submission to BNM for approval.
- Compensation Review Committee
The Group Compensation Review Committee assists the Boards in ensuring that there is a common oversight of the employees’ remuneration and compensation paradigm. The Group Compensation Review Committee also determines the provision and allocation of staff bonuses as well as salary increments and adjustments. The members of the Group Compensation Review Committee and their attendance at meetings held in 2011 are as follows:
The terms of reference of the Group Compensation Review Committee are as follows:
- Overseeing the remuneration packages for all employees in the CIMB Group (except Group MD/CEO and Executive Directors).
- Ensuring that the remuneration packages are consistent with the Group’s objectives and strategies.
- Ensuring that the compensation framework is continually reviewed and benchmarked against best industry standards.
- Recommending related staff remuneration packages to the respective Boards in the CIMB Group for approval.
- Conduct Fit and Proper assessment on Key Responsible Persons other than Directors, Shariah Committee members, Chief Executive Directors/Executive Directors, to comply with the BNM’s Guidelines on Fit and Proper for Key Responsible Persons
- Other Group Committees
Apart from the above Committees, the Group has established various Board and Management Committees to assist the Board and Management in managing the Group’s activities and operations.
With the Group’s expansion, there are currently 3 Shariah Committees to cater for the Group’s Islamic banking and Takaful businesses:
(a) Shariah Committee of CIMB Islamic Bank
(b) Shariah Committee of CIMB Aviva Takaful Berhad
(c) Dewan Pengawas Syariah of PT Bank CIMB Niaga Tbk
In compliance with BNM’s Shariah Governance Framework for Islamic Financial Institutions, the Guidelines on the Governance of Shariah Committee for Islamic Financial Institutions (BNM/ GPS 1), and Peraturan Bank Indonesia Nomor 11/10/PBI/2009 Tentang Unit Usaha Syariah, the Shariah Committees ensure that the operations of the Islamic banking, capital markets and Takaful businesses of the Group are Shariah compliant. In advising on such matters, the Shariah Committees ensure that the rulings relating to the Islamic banking and capital markets products and services comply with the judgements or the ijtihad of the relevant Shariah authorities, including the Shariah Advisory Council of BNM and Securities Commission in Malaysia and the Fatwa issued by Dewan Syariah Nasional – Majelis Ulama Indonesia and the Brunei State Mufti’s Office, wherever applicable. The Shariah Committees also take into consideration Shariah Courts’ judgements and rulings published by the National and State Fatwa Councils.
- Regional Integration Committe
The Regional Integration Committee was established by the Board to govern, align and frame the regional operating model of CIMB Group’s business and support lines across ASEAN and to drive various cross border initiatives that were endorsed by the committee. It is chaired by the Group MD/CEO and members comprise executives of the Group from the regional operating entities. In tandem with the Group’s regional aspirations, the Regional Integration Committee today serves as a consultative and advisory forum to deliberate potential regional opportunities for business growth and development in all core markets across the Group
- International Advisory Panel
The International Advisory Panel (IAP) acts as an advisory body to the Group’s Senior Management in the formulation and implementation of its international expansion policies. The IAP meets annually to review the Group’s international expansion strategies and plans. The IAP comprises members of various nationalities whose combined experiences span a broad spectrum including the financial markets, industry, policy formulation and academia, both domestically and internationally. The members are as follows:
• Tun Musa Hitam (Chairman)
• Abdulaziz Kanoo
• Tan Sri Andrew Sheng
• Beau Kuok
• Cezar Peralta Consing
• Glenn Muhammad Surya Yusuf
• Goh Geok Khim
• Robby Djohan
• Tira Wannamethee
• Datuk Tong Kooi Ong
• Tan Sri Rainer Althoff
• Watanan Petersik
- Management Committees
The following Management committees have been established to assist the Group MD/CEO and Senior Management in managing the various business and support activities in the Group:
- Group Wide Committees
- Group Management Committee
- Group Executive Committee
- Group Human Resource Committee
- Group Risk Committee
- Group IT Strategy Committee
- Group Wholesale Bank Risk Committee
- Consumer Bank Management Committee
- Corporate Banking, Treasury and MarketsManagement Committee
- Investment Banking Management Committe
- Regional Consultative Committees
- Regional Balance Sheet Management Committee
- Regional Consumer Banking Committee
- Regional Cost Management Committee
- Regional Credit Committee
- Regional Liquidity Risk Committee
- Regional Marketing and Communications Committee
- Local Committees
- Balance Sheet Management Committee
- Consumer Banking Committee
- Cost Management Committee
- Crisis Management Committee
- Disciplinary Committee
- IT Prioritisation Committee
- Marketing and Communications Committee
- Occupational Safety and Health Committee
- Operational Risk Committee
- 1Platform Committee