The Board delegates certain of its governance responsibilities to Board Committees, which operate within clearly defined terms of reference, primarily to assist the Board in the execution of its duties and responsibilities. Although the Board has granted such discretionary authority to these Board Committees to deliberate and decide on certain key and operational matters, the ultimate responsibility for the final decision on all matters lies with the entire Board. The Audit Committee, the Board Risk and Compliance Committee and the Group Nomination and Remuneration Committee are chaired by Independent Directors. The Chairman of the respective committees is responsible for the effective operations of that Committee and the fulfillment of their duties which are clearly outlined in the Terms of References approved by the Board. The Terms of Reference of the Board Committees are regularly reviewed to ensure they remain aligned with CIMB’s corporate mission and vision.
Board Committee members are appointed by the Board on the recommendation of the Group Nomination and Remuneration Committee, which will review the composition of each Committee from time to time. Committee members are expected to attend each Committee meeting, unless there are exceptional circumstances that prevent them from doing so.
The Chairmen of the Board Committees report on matters dealt with at their respective Board Committee Meetings to the Board, with the exception of the Group Shariah Committee whose Chairman reports to the Board of CIMB Islamic Bank Berhad. Minutes of the Audit Committee, Board Risk and Compliance Committee and Group Nomination and Remuneration Committee meetings are also presented at the Board meetings for further discussion and direction, if any.
The Board Committees are as follows:
The AC is chaired by Dato’ Mohamed Ross Mohd Din and the members are Ms Ho Yuet Mee and Datin Azlina Mahmad, all of whom are Independent Directors.
Members of the AC have the relevant accounting or related financial management experience or expertise. The Chairperson of the AC has over 40 years of relevant experience, and is not the Chairperson of the Board. This is to promote robust and open deliberations by the Board on matters referred by the AC.
Please click here to view the terms of reference for the Audit Committee.
Board Risk and Compliance Committee
The Board Risk and Compliance Committee (“BRCC”) comprises four members, of whom three members (including the Chairperson) are Independent Directors. The BRCC is chaired by Encik Didi Syafruddin Yahya. Similarly, the BRCC reviews the effectiveness of internal controls, risk management processes and governance within the Group.
The Board Risk and Compliance Committee, together with the Group Chief Risk Officer defines the risk management objectives across risk categories and business lines with a view of setting the Group’s risk appetite. The Board Risk and Compliance Committee reviews the overall risk profile on a periodic basis and approves the methodology to be followed for risk-based economic capital computation and the contingency plan for dealing with various events. In formulating the risk strategy, the Board Risk and Compliance Committee ensures due regard is given to “risk-aware” culture and discipline.
Please click here to view the terms of reference for the Board Risk and Compliance Committee.
Group Nomination and Remuneration Committee
The oversight on the overall composition of the Board and Board Committees resides with the GNRC. The GNRC comprises five Members of whom all Members are Independent Directors.
The Group Nomination and Remuneration Committee recognises the importance of an appropriate balance and diversity of industry knowledge, skills, backgrounds, experience, professional qualifications, gender and nationalities in building an effective Board. It has established policies, criteria and a clear methodology in accordance with its terms of reference and the relevant regulatory requirements which provide the guidelines and framework for the Committee in discharging its duties. The Group Nomination and Remuneration Committee also oversees the nomination process and remuneration package of Non-Executive Directors and Key Senior Management of the local and regional subsidiaries and joint-venture entities of CIMB.
Please click here to view the terms of reference for the Group Nomination and Remuneration Committee.
Group Sustainability and Governance Committee
The Group Sustainability and Governance Committee (“GSGC”) is chaired by Ms. Ho Yuet Mee and the members are Datuk Mohd Nasir Ahmad, Ms Shulamite N K Khoo and Encik Didi Syafruddin Yahya, all of whom are Independent Directors.
The GSGC’s primary purpose is to assist the Board in fulfilling its responsibilities in advocating and fostering a culture/DNA of sustainability, ethical conduct, and integrity across the Group. The GSGC provides oversight and input to the Management’s implementation, operation and assurance of policies and standards in alignment with the CIMB Group’s sustainability and climate change strategy, and takes a proactive approach to create a net positive impact on Environmental, Social and Governance (ESG) material matters arising from the Group’s capacity as a lender / financier, investor, service provider, purchaser, operator, advisor, business partner, sponsor, corporate donor, or as an employer. The GSGC also oversees the management of bribery, corruption and other related risks and the consequence management of breaches thereof.
Please click here to view the terms of reference for the GSGC.
Other Group Committees
CIMB Group has also established other Board and Management Committees to assist the Board and Management in managing CIMB Group’s activities and operations. The composition of the Group Committees is regularly reviewed and revised to ensure the Committees operate effectively.
Board Shariah Committee
Pursuant to the enterprise wide Shariah Governance Framework as provided by Bank Negara Malaysia in its Policy Document on Shariah Governance and the Islamic Financial Services Act 2013, the Board of Directors is ultimately responsible and accountable for the oversight and management of Shariah matters in the Bank’s operation as well as the operations of its subsidiaries that it has management control. In undertaking its duties and responsibilities relating to Shariah, the Board relies on the advice of the Board Shariah Committee (BSC) of CIMB Group as established under CIMB Islamic Bank.
The main responsibility of the BSC is to assist the Board in the oversight and management of all Shariah matters relating to the Islamic banking and finance business of the Bank and its subsidiaries that it has management control. The BSC operates on the authority as delegated and empowered to it by the Board and as attributed to it under relevant financial regulations and legislations. All decisions by the Board on Shariah matters relating to its business shall be made based on the decisions, views, and opinions of the BSC.
All decisions of the Board and the BSC on Shariah matters shall at all times be subordinated to the decision of the Shariah Advisory Council of the relevant Malaysian financial regulators and shall take into consideration the relevant authority on Shariah matters in the relevant jurisdiction it is doing business.
The BSC shall at all times assist the Board to ensure that the Group’s Islamic banking and finance business does not have elements/activities which are not permissible under Shariah or comply with Shariah at all time. Any actual or non-actual Shariah non-compliance issue will be deliberated and decided by BSC before presented to the Board.
Please click here to view the terms of reference for the Board Shariah Committee.
The following Management Committees have been established to assist the Group Chief Executive Officer and Management in managing the various businesses and support activities in CIMB:
Group Wide Committees
Forward23 Transformation Council (F23TC)
Group Country Crisis Management Committee (GCCMC)
Group Data Governance Committee (GDGC)
Group Executive Committee (GEXCO)
Group Human Resource Committee (GHRC)
Group Information Technology Strategy Committee (GITSC)
Deal Launch Committee (DLC)
Group Asset Liability Management Committee (GALCO)
Group Asset Quality Committee (GAQC)
Group Credit Committee (GCC)
Group Market Risk Committee (GMRC)
Group Operational and Resiliency Risk Committee (GORRC)
Group Policy & Procedure Oversight Committee (GPOC)
Group Risk and Compliance Committee (GRCC)
Group Suitability Review Committee (GSRC)
Group Underwriting Committee (GUC)
Group Transformation Committee (GTC)
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