| Board Committees |
 |
| |
In discharging its duties, the Board delegates specific responsibilities to various Committees. These Committees operate within clearly defined terms of reference. Reports of the respective Committees’ meetings are presented to the Board for information and where required, for further deliberation. The Committees reporting to the Board are as follows:
 | Audit Committee | | Board Risk Committee | | Nomination and Remuneration Committee | | |
|
| |
| |
| |
| 1. | Audit Committee |
| Independent oversight of the Group’s financial reporting and internal control system is provided by the Audit Committee.
All Audit Committee members are Independent Non-Executive Directors and are financially literate, in line with the requirements of the Code and the Bursa Securities Listing Requirements. Dato’ Zainal Abidin Putih, the Chairman of the Audit Committee, has been as a practicing accountant throughout his career and has extensive experience in audit, management consulting and taxation. The performance of the Audit Committee is reviewed annually by the Nomination and Remuneration Committee to determine that the Audit Committee has discharged its duties in accordance with its terms of reference.
The Audit Committee met 9 times in 2008 and the attendance of members are as follows: |
| |
|
| Audit Committee Members | No. of Meetings Attended in 2008 | Dato’ Zainal Abidin Putih – Chairman
(Independent Non-Executive Director) | 9/9 | Dato’ Hamzah Bakar
(Independent Non-Executive Director) | 9/9 | Datuk Dr Syed Muhamad Syed Abdul Kadir
(Independent Non-Executive Director) | 9/9 | Tan Sri GK Rama Iyer
(Independent Non-Executive Director of CIMB Bank) | 7/7 |
|
| |
| |
| 2. | 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 6 meetings were held in 2008 and the attendance of members are as follows:
| Board Risk Committee Members | No. of Meetings Attended in 2008 | Dato’ Hamzah Bakar – Chairman
(Independent Non-Executive Director) | 6/6 | Tan Sri Dato’ Md Nor Md Yusof
(Non-Independent Non-Executive Director) | 6/6 | Tan Sri Dato’ Seri Haidar Mohamed Nor – Chairman
(Senior Independent Non-Executive Director) | 6/6 | Dato’ Zainal Abidin Putih
(Independent Non-Executive Director) | 6/6 | Datuk Dr Syed Muhamad Syed Abdul Kadir
(Independent Non-Executive Director) | 6/6 | Cezar Peralta Consing
(Independent Non-Executive Director) | 6/6 | Dato’ Robert Cheim Dau Meng
(Non-Independent Non-Executive Director) | 6/6 | Hiroyuki Kudo
(Non-Independent Non-Executive Director) | 6/6 |
|
| |
|
| |
| |
| |
| |
| |
| |
| 3. | Nomination and Remuneration Committee |
| The Nomination and Remuneration Committee is responsible for ensuring a consistent framework for the appointment of new Directors and that rewards and remuneration packages are commensurate with each of their expected responsibilities and contributions. It has established a formal and transparent procedure for the appointment of Directors, Board Committees, CEO and key senior management in the Group. A similar procedure has also been applied in developing the remuneration policy for Directors, CEO and key senior management.
Reports and recommendations of the Nomination and Remuneration Committee are escalated to the Board for approval or decision.
The Nomination and Remuneration Committee comprises of Non-Executive Directors and is chaired by Tan Sri Dato’ Seri Haidar Mohamed Nor.
The members of the Nomination and Remuneration Committee and their attendance at meetings held in 2008 are as follows:
| Nomination and Remuneration Committee Members | No. of Meetings Attended in 2008 | Tan Sri Dato’ Seri Haidar Mohamed Nor
(Senior Independent Non-Executive Director) | 4/4 | Dato’ Hamzah Bakar – Chairman
(Independent Non-Executive Director) | 4/4 | Dato’ Zainal Abidin Putih
(Independent Non-Executive Director) | 4/4 | Datuk Dr Syed Muhamad Syed Abdul Kadir
(Independent Non-Executive Director) | 4/4 | Dato’ Robert Cheim Dau Meng
(Non-Independent Non-Executive Director) | 3/4 |
|
| |
| |
| |
| Following the regional expansion of BCHB, the Nomination and Remuneration Committee had conducted a review of its terms of reference and recommended that its scope be expanded to include oversight over the nomination of Directors and CEOs of the Group’s entities in the regional jurisdictions where the Group operates.
The Nomination and Remuneration Committee also facilitates the Board in reviewing, on an annual basis, the effectiveness of the Board and Board Committees. The Group has adopted a process to evaluate the effectiveness of the Board and the Board Committees by conducting an annual Board Effectiveness Assessment (BEA) exercise. In line with the expanded scope of the Nomination and Remuneration Committee, the BEA was further enhanced to include the following 3 new sections:
|
| | Shareholders | | Accountability and Audit | | Disclosure by the Company |
|
| |
| |
| The inclusion of these new sections provides a comprehensive feedback by the Board and Board Committees to better enable the Nomination and Remuneration Committee in the evaluation of the Directors’ performance. At the end of the BEA exercise, the Directors’ responses are collated and a summary of the findings submitted to the Nomination and Remuneration Committee for deliberation. A recommendation to the Board is made on whether a follow-up assessment is required, where necessary. The deliberations of the Nomination and Remuneration Committee on the findings of the BEA are duly minuted at the meetings of the Nomination and Remuneration Committee and the Boards respectively.
The enhanced BEA now also includes a process for the Nomination and Remuneration Committee to undertake individual assessment of Directors of the Financial Institutions in the Group who are eligible for re-appointment, prior to recommendations being made to BNM. This individual assessment process involves a set of questionnaires that measure the Directors’ performance in terms of knowledge, contribution of ideas, competency and integrity.
Separate assessments are conducted by the Nomination and Remuneration Committee on the Group MD/CEO and key senior management based on their pre-determined Key Performance Indicators (KPIs).
|
| |
| 4. | Other Group Committees |
| |
| Apart from the above Committees, the Group has also established various Board and Management Committees to assist in managing the Group’s activities and operations. |
| |
| |
i. | Compensation Review Committee |
| The members of the Compensation Review Committee assists the Boards of the Financial Institutions in the Group in ensuring that there is a common oversight of the employees’ remuneration and compensation paradigm. This covers provision and allocation of staff bonuses as well as salary increments and adjustments.
The members of the Compensation Review Committee and their attendance at meetings held in 2008 are as follows:
| Compensation Review Committee Members | No. of Meetings Attended in 2008 | | Dato’ Hamzah Bakar - Chairman | 2/2 | | Dato’ Zainal Abidin Putih | 2/2 | | Nicholas R H Bloy | 1/2 | | Dato’ Robert Cheim Dau Meng | 2/2 | | Dato’ Sri Nazir Razak | 2/2 |
|
| |
| |
| |
| |
ii. | Shariah Committees |
| With the Group’s expansion, there are now three (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) Syariah Supervisory Board of PT Bank CIMB Niaga Tbk
In compliance with BNM’s Guidelines on the Governance of Shariah Committee for Islamic Financial Institutions (BNM/GPSi), the Shariah Committees ensure that the operations of the Islamic banking and Takaful businesses of the Group are Shariah-compliant. In advising on such matters, the Shariah Committees ensure that the rulings on Islamic 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 Fatwas 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.
|
| |
| |
| |
| |
iii. | 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 plans.
The IAP comprises members of various nationalities whose combined experience span a broad spectrum including the financial markets, industry, policy formulation and academia, both domestically and internationally. The members are:
| Tun Musa Hitam - Chairman | | Abdul Aziz Q Kanoo | | Datuk Seri Panglima Andrew Sheng | | Beau Kuok | | Glenn Yusuf | | Goh Geok Khim | | Tira Wannamethee | | Datuk Tong Kooi Ong | | Robby Djohan | | Cezar Peralta Consing |
|
| |
| |
iv. | 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 Management Committee | | Group Executive Committee | | Group Human Resource Committee | | Marketing and Communications Committee | | Balance Sheet Management Committee | | Commitments Committee | | Consumer Banking Committee | | Cost Management Committee | | Crisis Management Committee | | Disciplinary Committee | | IT Strategy Committee | | Occupational Safety and Health Committee |
|
| |
| |
v. | Regional Committees |
| |
| | Regional Integration Committee | | Regional Corporate Banking Committee | | Regional Consumer Banking Committee | | Regional Customer Care Committee | | Regional Legal Committee | | Regional Marketing and Communications Committee | | Regional Private Banking Committee | | Regional Special Asset Management Committee |
|
| |
| |
