responsibility - malaysiastock.biz kebajikan siti khadijah each received rm10,000 from takaful...

BimB holdinGs BeRhAdAnnual Report 2014

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enviRonmentAlthough the financial services industry does not have a significant environmental impact, BHB believes all corporations have a responsibility towards minimising as far as possible our use of natural resources to avoid waste. Towards this end, we engage in activities such as the 3rs to reduce, reuse and recycle materials. We also encourage energy efficient behaviours such as switching off lights and air conditioners when not in use. our subsidiaries play their part to protect the environment by engaging with local communities in green projects. Children are often targeted inthese activities as they determine the nation’s future.

CoRpoRAte reSPoNSIBIlITY

During the year, Bank Islam invested a total of rM50,000 towards setting up recycling activities in five (5) of its PINTAr adopted schools. The objective was not just torecycle material but also to create greater environmental awareness among the students, and to instil a sense of individual responsibility towards sustainable living.

Amajor environmental project during theyear was planting 2,200 mangrove trees at the Sulaman lake forest in Tuaran, Sabah. The initiative, undertaken by Bank Islam under its one earth, one Quest campaign, saw 50 volunteers – comprising the Bank’s officers and local students – rehabilitate a tract of the mangrove forest that had degraded over the years. In addition to the tree planting activity, the Bank donated rM35,000 to the Sabah Wetlands Conservation Society to boost its mangrove conservation efforts.

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2014 eventHIGHlIGHTS

4 JAnuARyBank Islam presented USD17,670 collected

bySurauWakafAhmadDawjeeDadabhoy

(SWADD), Menara Bank Islam to the Shuaa

al-Amal Institute, an orphanage in Palestine.

9 JAnuARy Takaful Malaysia donated rM10,000 from its

charityfundtoYayasanAkademiSiswazah.

20 JAnuARy Takaful Malaysia introduced a range of

healthcare benefits to cushion the financial

burden of expensive medical treatment.

21 JAnuARy Takaful Malaysia contributed a total

of rM92,700 to various charities and

individuals as part of its community

outreach programme.

25 JAnuARyBank Islam andHijabista jointly organised

a “Bank Islam-Hijabista Shop Till You

Drop” programme as an appreciation to its

customers.

27 JAnuARyBIMB Holdings, in collaboration with

International Union of Braille Quran

Services, presented rM15,000 to Persatuan

Braille Malaysia to standardise tajwid

symbols in the Braille Quran for worldwide

usage.

6 feBRuARy Bank Islam celebrated the Al-Awfar “Dream

of a lifetime” Campaign rM1.2 million

winners in a ceremony tele-cast live on MHI,

TV3.

4 JAnuARy 21 feBRuARy

6 feBRuARy Takaful Malaysia contributed a total of

rM157,000 to nine (9) deserving charities

nationwide.

14 feBRuARyTakaful Malaysia announced a record cash

back payout of rM30 million to its general

takaful customers who had made no claims

during their coverage period.

21 feBRuARy Bank Islam launched its inaugural Service

excellence Campaign 2014, a motivational

agenda that will shift the paradigm of its

customer service that has been practiced

year in year out.

25 feBRuARy Takaful Malaysia contributed rM50,000 to

the Malaysian Association for the Blind.

27 JAnuARy


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25 feBRuARyTakaful Malaysia clinched the Best Takaful

Company in Malaysia award at the 8th

International Takaful Summit held in Abu

Dhabi, United Arab emirates.

26 feBRuARyBank Islam launched its second UniDebit

Card-i with Universiti Malaysia Pahang.

The UniDebit card offers several additional

functionalities for the University besides the

standard debit card.

4 mARChTakaful Malaysia donated a total of

rM195,000 to four (4) deserving charities in

Kuala lumpur and Selangor.

11 mARCh Takaful Malaysia contributed rM10,000 to

the Association of ex-Policemen in Malaysia.

25 mARCh BIMB Investment Management Bhd

launched the BIMB i flexi fund, which offers

long-term capital growth by investing in a

diversified portfolio of Shariah-compliant

securities.

29 mARCh Bank Islam contributed rM219,700 to assist

underprivileged students during the Malam

SimfoniKasih2014–MenujuDestiniAnak

Bangsa organised by Universiti Teknologi

MArA (“uitm”).

31 mARChBIMB Holdings conducted an analysts’

briefing at Menara Bank Islam.

ApRil 2014Takaful Malaysia unveiled an advertising

campaign to communicate its 15% Cash Back

for Motor Insurance to customers who make

no claims during their coverage period.

ApRil 2014Takaful Malaysia unveiled its out of home

advertising campaign to communicate its

unique proposition of rewarding motor

insurance customers with a 15% Cash

Back should there be no claims during their

coverage period.

2 ApRil Bank Islam presented a cheque for rM300,000

as part of its zakat (tithes) contribution to the

state of Sarawak.

18 ApRil BankIslamdonatedtwo(2)unitsofhearsetoMajlisAgamaIslamdanAdatIstiadatMelayu

Perlis received by DYTM RajaMuda Perlis, Tuanku Syed Faizzuddin Ibni Tuanku Syed

SirajuddinJamalullail.

18 ApRilBank Islam contributed rM100,000 in zakat to selected asnaf (deserving recipients) at the

ProgramKayuhanBasikalbersamaDYTMRajaMudaPerlisdanSumbanganZakat kepada

Golongan Asnaf.

18 ApRil Bank Islam presented a cheque for rM100,000 to Duli Yang Teramat Mulia Tuanku Syed

FaizuddinPutraIbniYangMahaMuliaTuankuSyedSirajuddinJamalullailtowardsitszakat payment for the state of Perlis.

18 ApRil

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22 ApRil 2014Takaful Malaysia announced a record return

on equity of 25.9% along with a record-

breakingprofitaftertaxandzakat(PATZ)of

rM134.4 million for the financial year 2013.

27-30 ApRilBank Islam contributed rM45,000 to UiTM

Shah Alam for its three-day Invention,

Innovation & Design 2014 exposition as a

support towards innovative future leaders.

7 mAy PertubuhanKebajikanAl-AminandBadan

Kebajikan Siti Khadijah each received

rM10,000 from Takaful Malaysia.

8 mAy Bank Islam donated RM10,000 to Majlis

Agama Islam Wilayah Persekutuan for the

development of wakaf land in the federal

Territory.

8 mAy Bank Islam presented a cheque for rM600,000

representing its zakat contributions to His

royal Highness the Sultan of Kelantan,

Sultan Muhammad V at the Mandarin

oriental Kuala lumpur.

12 mAy Takaful Malaysia contributed a total

of rM1,081,381.50 in zakat to religious

departments across all 14 states in the

country.

15 mAy Takaful Malaysia donated rM150,000 for

the construction of a surau in SMK Tinggi

Perempuan Melaka.

15 mAy About 800 guests attended BIMB Holdings’

17th Annual General Meeting at the Sime

Darby Convention Centre, Kuala lumpur.

17 mAy Bank Islam collaborated with BerNAMA

in organising a Media Treasure Hunt 2014

from Kuala lumpur to Johor. Some of the

activities involved the Persatuan Nelayan

Kawasan (PNK) Pontian, Johor and the

nearby community where activities carried

out were to encourage media to perform

Cr activities and strengthen relationships

amongst one another.

17-18 mAyBank Islam sponsored rM10,000 towards

the IImfest Malaysia Conference 2014 which

seeks to increase participants’ understanding

of Islam.

18 mAy Bank Islam donated computers to SMK

Paloh in Kluang, Johor as part of ongoing

efforts to promote computer literacy among

rural students.

27 mAyBank Islam held a prize-giving ceremony

to hand over a million ringgit each to three

winners of the Al-Awfar “fast lane to

become A Millionaire” campaign.

17 mAy

27 mAy

18 mAy


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4 June Bank Islam donated rM10,000 towards

the 16th Malaysian finance Association

Conference.

4 June Takaful Malaysia donated a total of

rM55,000 to five (5) religious associations.

5 June Takaful Malaysia opened its third Takaful

Retail Centre at the Lembaga TabungHaji

Islamic financial Service Centre (IfiC) at

JalanTunRazak,KualaLumpur.

11 June Bank Islam Chairman Datuk Zamani

Abdul Ghani presented a zakat cheque of

rM100,000 to Tuan Yang Terutama, Yang

DiPertua Negeri Melaka, Tun Datuk Seri

UtamaHajiMohdKhalilbinYaakob.

12 June D.Y.M.M Paduka Seri Sultan Perak Darul

Ridzuan, Sultan Nazrin Muizzuddin Shah

IbniAlmarhumAlMaghfurlahSultanAzlan

Muhibbuddin Shah received a zakat cheque

for rM350,000 from the Chairman of Bank

Islam,DatukZamanibinAbdulGhani.

16 June BIMB Holdings contributed rM24,000 to Persatuan VIVA Palestina Malaysia to sponsor 30 Palestinian blind children to attendaQuranmemorisationcampinGaza,Palestine.

18 June Takaful Malaysia launched its new corporate portal, myTakaful Corporate, designed with extensive self-service capabilities and content platform for its corporate clients.

19 JuneBank Islam organised its annual luncheon talk by Dr. fons Trompenaars with valued corporate clients at The Majestic Hotel,Kuala lumpur.

25 JuneBank Islam organised a Bank Security Managers Meeting, officiated by Deputy IGPTanSriMohdBakribinMohdZininandattended by 100 banking security managers at Menara Bank Islam.

27 June BIMB Holdings donated two (2) defibrillator machines worth rM25,000 each to lembaga Tabung Haji in support of the SahabatKorporatTabungHajiprogramme.

27 June Bank Islam contributed rM210,000 worth of donations, products and services to the SahabatKorporatTabungHaji1435HinaidofpilgrimsperformingtheHaj.

27 June Takaful Malaysia contributed rM84,000 to the Sahabat Korporat Tabung HajiProgramme in the form of a book entitled PanduanIbadahHajiWanita.

11 June

12 June

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27 June Takaful Malaysia contributed a total of

RM14,000 to Tabung Kebajikan Al-Nidaa’

and Surau Asy-Syuro.

30 June Takaful Malaysia launched a year-long

advertising initiative with TeSCo Stores

Malaysia involving 15 TeSCo outlets

throughout Malaysia.

30 June – 24 JulyBank Islam collaborated with Surau Ahmad

DawjeeDadabhoytoprovidefreemealsfor

iftar for staff and others in the vicinity of

Menara Bank Islam.

1 July BIMB Holdings donated rM7,200 for the

preparation and distribution of 15 pots of

bubur lambuk(savouryporridge)atMasjid

Jamek Kampung Baru, Kuala lumpur

during ramadan.

2 July Bank Islam presented a rM300,000 cheque

towards its zakat contribution to the office of

theMajlisAgamaIslamPulauPinang.

2-22 JulyBank Islam hosted iftar sessions with media

organisations Utusan, KoSMo, Sinar

Harian, rTM and Bernama at their premises

and distributed packed food to media

friendsatTV3andTVAlHijrah.

4-5 JulyBank Islam collaborated with Berita Harian in organising the Program Semarak

ramadan, involving various charitable

activities during the fasting month.

7-8 July Bank Islam organised a breaking of fast at

theCheckpoint, Immigration&Quarantine

and Police headquarters in Padang Besar,

Perlis with members of the local community,

bank customers, police, immigration and

customs officers and police pensioners.

9 JulyBank Islam organised a breaking of fast

session with 150 underprivileged guests

from Kg. orang Asli Sabak Bernam and

rumah Anak Yatim Hulu langat.

27 June 12 July

10 July BankIslamheldtheprize-givingceremony

for winners of the Personal financing-i 2014

BMW Campaign at BMW’s head office in

Kuala lumpur.

11 July Bank Islam handed over a rM1,000,000

zakat cheque to His royal Highness Sultan

SaharfuddinIdrisShahatMasjidAl-Azhar,

KUIS, for the state of Selangor.

11 July Takaful Malaysia donated rM10,000 of its

charity funds to Surau Mutmainnah, Sungai

Buloh, Selangor.

12 July Bank Islam organised a breaking of fast

and contributed rM40,150 to rumah Tunas

Harapan Darul Hilmi in Kuala Terengganu,

Terengganu.

12 JulyTakaful Malaysia contributed rM100,000 to

fulfil the education needs of children from

the Al-Khaadem Home of Hope in Petaling

Jaya, Selangor.


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14 JulyMasjid At-Taqwa, Kampung Rancangan

Klias, Beaufort, Sabah received a contribution

of rM33,300 from Bank Islam.

14 July Petubuhan Kebajikan Al-Nidaa’ Malaysia

received a donation of rM50,000 and

Yayasan Anak-Anak Yatim TTDI received

rM75,000 as part of Takaful Malaysia’s

corporate social responsibility (CSr)

initiatives.

15 July Bank Islam handed over rM300,000 in zakat contributions to Baitulmal Sabah.

17 July Bank Islam invited media representatives

on duty from Sinar Harian and Karangkraf together with underprivileged children to a

breaking of fast.

18 JulyTakaful Malaysia took 64 orphans from the

PertubuhanKebajikanAnak-anakYatimAl-

Nasuha (rumah Al-Nasuha) on an aidilfitri shopping treat, and also donated rM26,000

to the home.

21 July Bank Islam donated rM30,000 to Anak-anak

Yatim Islam Wilayah Persekutuan, Kuala

lumpur as part of its Aidilfitri goodwill.

22 JulyBank Islam organised a breaking of fast for

the underprivileged, doctors and nurses at

MasjidAl-Falah,Melaka.

17 July 22 July

22 July Bank Islam presented rM7,088,983 in zakat contributions to Minister in the Prime

Minister’s Department, YBMej. Jen. Dato’

SeriHajiJamilKhirbinHajiBaharom(R).

22 July BIMB Holdings donated rM5,000 to

Persatuan Kebajikan Anak-Anak Yatim

Islam Wilayah Persekutuan Kuala lumpur

(PerKAYATIM) in support of its work with

orphans.

11 AuGust Takaful Malaysia donated rM20,000 each

to five (5) religious organisations, and

contributed rM5,000 each to Pertubuhan

Ikatan Seruan Ummah Kuala lumpur, Dana

KebajikanWarisanandSurauAl-Muttaqin.

11 AuGustBank Islam presented rM400,000 in zakat to

KDYTM Tengku Mahkota Pahang, Tengku

Abdullah Ibni Sultan Ahmad Shah for the

state of Pahang.

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11-21 AuGustBank Islam donated rM10,000 each to five

(5) schools to support their participation in

a Chemeng outreach@Biodiesel Workshop

organised by UTM, which focused on

recycling activities.

12-13 AuGust Bank Islam donated rM50,000 to the

National Tax Conference 2014.

19 AuGust BIMB Holdings donated rM20,000 to

Tabung Sumbangan TH-Palestin in aid of

Palestinians in the occupied territory.

22 AuGust Bank Islam sponsored RM10,000 to Majlis

Perundingan Pertubuhan Islam Malaysia

(MAPIM) for the installation of Zikr sign

boards at the mosque and on the road.

25 AuGust Bank Islam handed over 22 homes in Johor

under the rumah Bantuan Bank Islam, a

charity programme through which it helps

to build and renovate houses for the poor

since year 2008.

25 AuGustThe Jawatankuasa Agama Negeri Johor

received a zakat cheque for rM400,000 from

Bank Islam.

25 AuGustBank Islam and Kolej Universiti Insaniah

(KUIN) signed a Memorandum of

Understanding for the Insaniah Waqaf fund

where Bank Islam is the strategic partner in

managing and administrating the waqf fund

fortheconstructionofMasjidInsaniah.

26 AuGust Tahfiz Madinatul Huffaz Kuala Lumpur

received rM30,000 from Takaful Malaysia’s

charity fund.

29 AuGustBIMB Holdings contributed rM5,000 to

the Persatuan Amanah Hawi Al-Khairat in

support of a one (1)-day seminar on Modern

Society and the Tolerance of Muhammad

held at University Technology Malaysia

(UTM).

25 AuGust


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4 septemBeRBank Islam celebrated the launch of its 137th branch in Menara Utusan

Malaysia, Kuala lumpur.

5 septemBeRBank Islam and MyANGKASA signed a Memorandum of

Understanding on the MyANGKASA membership card, a

multipurpose smart card, exclusive for members of ANGKASA as

well as its affiliate cooperative bodies.

5 septemBeR TakafulMalaysiacontributedRM19,200toBadanKebajikanTelekom

MalaysiaBerhad,Putrajaya.

11 septemBeR Bank Islam presented a zakat contribution of rM500,000 to YAB Dato’

AhmadRazifbinAbdulRahman,ChiefMinisterofTerengganu.

22 septemBeR Takaful Malaysia contributed rM20,000 to Surau An-Nadwah

Puncak Utama, Selangor.

27 septemBeRBank Islam launched one earth one Quest in the forest reserve of

Tasik Sulaman, Tuaran, Sabah by planting 2,200 mangrove seedlings

to help restore critical coastal ecosystems.

1 oCtoBeR BIMB Holdings and its Group of Companies launched the Sl1M

Graduate Trainee Programme with the aim of enhancing the skills

and employability of 100 graduates.

1 oCtoBeR BIMB Holdings donated RM4,800 to An-Najjah Malaysia, an

NGo that cares for the well-being of orphans, single mothers, the

handicapped, hardcore poor, old folks and new Muslim converts.

1 oCtoBeRBIMB Holdings purchased 39 copies of a coffeetable book entitled

expressions of Merdeka – A Pictorial Journey at rM100 each in

support of Yayasan Pendidikan Islam.

5 septemBeR

11 septemBeR

1 oCtoBeR

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1 oCtoBeR Takaful Malaysia continues to support actuarial science program

students at UiTM by contributing rM50,000 to the fund for aspiring

diploma and undergraduate holders of Actuarial Science to pursue

and fulfill their dreams of becoming qualified actuaries.

5-7 oCtoBeRBank Islam held the Program Ibadah Korban 2014 in five (5) regions

with the objective of enhancing the spirit of togetherness and

camaraderie among the communities it serves.

13 oCtoBeR Bank Islam handed over rM450,000 in zakat contributions to the

Chief Minister of Kedah, YAB Dato’ Seri Haji Mukhriz bin Tun

Mahathir.

21 oCtoBeR Bank Islam participated in the inaugural The Bursa Bull run 2014

organised by Yayasan Bursa Malaysia.

1 oCtoBeR

21 oCtoBeR Bank Islam handed over rM140,000 in zakat contributions to Pusat

UrusZakatNegeriSembilan.

23 oCtoBeRBIMBHoldingsdonatedRM5,000totheMajlisOrang-OrangBesar

DiRajaKelantaninsupportofitscharitableactivitieswhichinclude

the donation of hemodialysis machines, funding for the construction

of mosques and aid to flood victims.

27 oCtoBeR BIMB Holdings held an extraordinary General Meeting to get

shareholders’ approval on its proposed Dividend reinvestment Plan.


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5 novemBeR BIMB Holdings donated rM5,000 to the

Ministry of education Malaysia in support

of itsefforts toachieveazeroschooldrop-

out rate.

17 novemBeRBank Islam presented a mock cheque of

rM2.3 million to the football Association of

Malaysia (fAM) under the Bank Islam Team

Harimau Visa Debit Card-i contribution

programme in support of the development

of the country’s favourite sport.

19 novemBeRBank Islam signed the financing agreements

for its Subordinated Sukuk Murabahah

Programme of up to rM1 billion.

24 novemBeR BIMB Holdings donated rM5,000 as a form

ofcorporatecontributiontotheTabungHaji

family Day 2014 held at I-City, Shah Alam,

Selangor.

24 novemBeRBIMB Holdings contributed rM10,000 as a

corporate sponsor of the Malaysian-ASeAN

Corporate Governance Index 2014 and

Award Ceremony.

27 novemBeR Prospectus of Kronologi Asia Berhad was

launched inconjunctionwith itsListingon

the ACe Market of Bursa Malaysia Securities

Berhad, where Bank Islam was the principal

adviser, sole underwriter, sponsor and

placement agent for its listing.

17 novemBeR

19 novemBeR

27 novemBeR

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29 novemBeR Bank Islam allocated rM40,500 towards an

outreach programme at rumah Warga emas

ehsan in Kuala Kubu Baru, Selangor which

included the provision of various facilities,

enhancing the surroundings of the old folks’

home and bringing cheer to the residents.

12 deCemBeR BIMB Holdings handed over complete sets

of school uniforms and bags to deserving

staff at its inaugural Back to School Cr

Initiative Handover Ceremony.

14 deCemBeRBank Islam gave away two (2) BMWs to its

Personal financing-i Campaign winners in

Kelantan which were presented by YB Dato’

Sri Mustapa bin Mohamed, Minister of

International Trade and Industry Malaysia.

17 deCemBeR BIMB Holdings organised an Appreciation

Dinner for members of the Board and Group

Senior Management at Cascades restaurant,

Mandarin oriental Kuala lumpur.

17 deCemBeRBank Islam organised a facebook Get-

Together at Universiti Malaya with its

facebook fans to strengthen bonds with its

clients.

26 deCemBeR Bank Islam contributed rM21,205 worth of

back-to-school items to children of Muslim

converts.

29 novemBeR 17 deCemBeR

12 deCemBeR

14 deCemBeR

ThE FirsT in FuLL-FLEdgEd shariah- CompLianT sToCkBroking

hassan ii mosque in Casablanca, morocco


5232


29 novemBeR Bank Islam allocated rM40,500 towards an

outreach programme at rumah Warga emas

ehsan in Kuala Kubu Baru, Selangor which

included the provision of various facilities,

enhancing the surroundings of the old folks’

home and bringing cheer to the residents.

12 deCemBeR BIMB Holdings handed over complete sets

of school uniforms and bags to deserving

staff at its inaugural Back to School Cr

Initiative Handover Ceremony.

14 deCemBeRBank Islam gave away 2 BMWs to its

Personal financing-i Campaign winners in

Kelantan which were presented by YB Dato’

Sri Mustapa bin Mohamed, Minister of

International Trade and Industry Malaysia.

17 deCemBeR BIMB Holdings organised an Appreciation

Dinner for members of the Board and Group

Senior Management at Cascades restaurant,

Mandarin oriental Kuala lumpur.

17 deCemBeRBank Islam organised a facebook Get-

Together at Universiti Malaya with its

facebook fans to strengthen bonds with its

clients.

26 deCemBeR Bank Islam contributed rM21,205 worth of

back-to-school items to children of Muslim

converts.

29 novemBeR 17 deCemBeR

12 deCemBeR

14 deCemBeR

proFEssionaL


53

WE arE ThE FirsT and onLy shariah CompLianT sToCkBroking Company in maLaysia prinCipaLLy invoLvEd in dEaLing in sECuriTiEs on Bursa maLaysia

and oThEr pErmiTTEd BusinEss aCTiviTiEs sErving BoTh ThE musLims and non-musLims aLikE. WiTh our ExpEriEnCE and CapaBiLiTiEs in shariah EQuiTy

Trading, CoupLEd WiTh a dEdiCaTEd inTErnaL and ExTErnaL shariah TEam and sChoLars on Board, WE CErTainLy BELiEvE WE WiLL BE aBLE To providE QuaLiTy

sErviCEs ExCEEding saTisFaCTion.

BESt shariah trading value 2013

Launched the

for its Internet Trading platform, BISonline, on Android and Apple IOS

InCREASEin Gross Brokerage Income

16%

BIMB SECURItIES

MoBILEtRADInG APPLICAtIon

and ONLY Shariah Compliant Stockbroking Company in Malaysia

tHE FIRSt

for Non-Investment Bank category and 2nd Runner Up for Best Institutional Equities Participating Organisation for Non-Investment Bank category

BIMB HOLDINGS BERHADAnnual Report 2014

52BIMB HOLDINGS BERHADAnnual Report 2014

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StAtEMENt Of corporate governance(Pursuant to Paragraph 15.25 of the Listing Requirements of Bursa Malaysia Securities Berhad)

the Board of Directors (“the Board”) of BIMB Holdings Berhad (“BHB” or “the Company”) is committed to upholding the highest standards of corporate governance and practices to enhance stakeholder value and build consumer trust in line with BHB Group’s positioning as a premier Islamic financial services provider. this includes the practice of Islamic principles for the benefit of society. the Board is also committed to ensure that the right executive leadership, strategies and internal controls for risk management are well in place in order to achieve the highest standards of business integrity, ethics and professionalism across the BHB Group.

In order to achieve the said objectives, BHB Group adheres to best practices on corporate governance as well as the following guidelines and requirements:

(i) Bank Negara Malaysia’s (“BNM”) Guidelines on Corporate Governance for Licensed Institutions (BNM/GP1-i);

(ii) Bursa Malaysia Securities Berhad’s (“Bursa Securities”) Main Market Listing Requirements (“Listing Requirements”);

(iii) the Malaysian Code on Corporate Governance 2012 (“the MCCG 2012”);

(iv) Green Book on Enhancing Board Effectiveness (“Green Book”) by the Putrajaya Committee on Government Linked-Companies High Performance;

(v) Corporate Governance Guide (“CG Guide”): Towards Boardroom Excellence 2nd Edition (CG Guide) by Bursa Securities; and

(vi) Corporate Governance Blueprint 2011 issued by Securities Commission.

Based on the above, the Board is pleased to present the following report on the application of the principles and best practices as follows:

1. BOARD Of DIRECtORS

1.1 BOARD CHARtER (Principle 1, Recommendation 1.1 and 1.7 of the MCCG 2012)

The Board of BHB is constantly mindful of the need to protect the interest of its shareholders and other stakeholders. In discharging its duties effectively, the Board is guided by its Terms of Reference (“tOR”), a document which specifies amongst others the Board’s role, powers, duties and functions.

The TOR reflects applicable rules and regulations, processes and procedures to ensure the effectiveness and efficiency of the Board and its committees. It is a dynamic document that is reviewed and updated from time to time to reflect relevant changes to policies, procedures and processes as well as amendments to rules and regulations.

The TORs for the Board and its committees and the various relevant internal policies comprises, amongst others:

1. Director’s duties and obligations;2. Appointment and resignation of Directors;3. Governance structure;4. Board and Board Committees proceedings;5. Remuneration and benefits for Directors;6. Supply of information to the Board;7. Training and induction programmes; and8. Annual Board assessment.


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StAtEMENt Of corporate governance

(Pursuant to Paragraph 15.25 of the Listing Requirements of Bursa Malaysia Securities Berhad)

1.2 ROLES AND RESPONSIBILIty Of tHE BOARD (Recommendation 1.2 of the MCCG 2012)

The Board has the responsibility to periodically review and approve the overall strategies, business and pertinent policies of the Company. There are specific matters that are reserved for the Board’s deliberation and approval. These include, amongst others:

• Reviewing and approving all strategic and policymatters including the business plan and pertinent operating policies, andmonitoring the management’s performance based on Key Performance Indicators;

• MonitoringandreviewingtheoverallperformanceoftheCompanyandBHBGroupagainstsettargetsandobjectives;• OverseeingtheconductoftheCompany’sbusinesstoevaluatewhetherthebusinessisbeingproperlymanaged;• ReviewingriskmanagementpracticeswithinBHBGroupandtheCompany:

(i) to ensure there are adequate internal controls and infrastructure; (ii) to identify and manage principal risks;(iii) to ensure the implementation of appropriate systems to manage these risks;

• Reviewingandapprovingsuccessionplans,includingappointing,training,fixingthecompensationofandwhereappropriatereplacement of senior management;

• Approvingpoliciespertainingtostaffsalaryandbenefits;• ApprovingtheappointmentofDirectorsandDirectors’emolumentsandbenefits;• ApprovingtheCompany’sinvestorrelationsprogrammeorshareholdercommunicationpolicy;• ReviewingtheadequacyandintegrityoftheCompany’sinternalcontrolsystemsandinfrastructureandmanagementinformation

systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;• Approving transactions in accordance with the authority limit, and ensuring that the Company’s business operations are

conducted in accordance with Shariah principles; and• ReviewingrelevantreportsorproposalstoensuretheCompany’soperationsareincompliancewiththeIslamicFinancialServices

Act 2013, the Companies Act 1965, Bursa Securities Listing Requirements, the Articles of Association of the Company and any regulations and guidelines under the relevant laws.

The Management of the Company is headed by the Group Chief Executive Officer (“GCEO”), who is accountable to the Board for ensuring the Company operates effectively.

1.3 BOARD COMPOSItION AND BALANCE

The Board of BHB currently consists of nine (9) members, with nine (9) Non-Executive Directors. Out of the nine (9) Non-Executive Directors, two (2) are Independent Non-Executive Directors. The seven (7) Non-Independent Non-Executive Directors consist of five (5) nominees of Lembaga Tabung Haji (“tH”) (including the Chairman), one (1) nominee of Permodalan Nasional Berhad (“PNB”) and one (1) Director not representing any interested corporate shareholder.

The current composition of the Board does not comply with Paragraph 15.02(1) of Bursa Securities Listing Requirements and BNM/GP1-i as the numbers fall below the requirement since 3 December 2014 pursuant to the redesignation of one of its Independent Non-Executive Director to Non-Independent Non-Executive Director. In this regard, BHB has commenced for the appointment of an additionalIndependentNon-ExecutiveDirectorandhasalsoobtainedtheapprovalfromBursaSecuritieson26February2015foranextension of time up to 2 June 2015 to comply with the requirement.

Recommendation 3.5 of the MCCG 2012 states that, where the Chairman of the Board is not an Independent Director, the majority of the Directors must be independent. However, the Board strongly believes that the present Chairman has the ability and capability to ensure proper checks and balances to facilitate the Board’s proceedings and decision-making. It is also pertinent to note that there is a separation of authority between the Chairman and the GCEO. Their duties and responsibilities are distinct and separate to facilitate checks and balances in the operations of the Company.

Within the Board there is diversity and a wealth of knowledge, experience and skills in the fields of accountancy, banking, regulation, international business operations and development, finance and risk management. A brief profile of each member of the Board is presented on pages 8 to 13 of this Annual Report.


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The selection of the Chairman, Directors and GCEO is made by the Nomination and Assessment Committee (“NAC”) based on merit, guidedbytheFitandProperCriteriaforKeyResponsiblePersonsPolicy(“kRP Policy”).

The Board has taken note of Recommendation 2.2 of MCCG 2012 on its approach to gender diversity and the number of female directors,inlinewiththeannouncementbytheGovernment.Fortheyearunderreview,BHBhasthree(3)femaledirectorsonitsBoard,representing 33% of its Board composition. The Board also took note of the expectation on time commitment to carry out their responsibilities outlined in Recommendation 4.1 of MCCG 2012. In this respect, members of the Board will in the future notify the Chairman prior to accepting any new directorship outside the Group. With effect from 1 June 2013, pursuant to Paragraph 15.06 of Bursa Securities Listing Requirements, a director must not hold more than five (5) directorships in listed companies.

1.4 INDEPENDENt NON-EXECutIvE DIRECtORS (“INEDs”)

The proportion of INEDs within the current Board composition facilitates the Board to ensure and provide effective and independent oversight over Management. The composition also reflects the interests of the Company’s majority shareholder which is adequately represented by the appointment of its nominee Directors whilst balancing the interest of the minority shareholders.

The INEDs do not participate in the day-to-day management of the Company and do not engage in any business dealing or other relationship with the Company (other than in situations permitted by the applicable rules and regulations) in order to ensure that they are in a position to exercise independent judgment.

Pursuant to Recommendation 3.1 of the MCCG 2012, the Board has approved and adopted a set of criteria for the purpose of conducting an assessment of independence of its Independent Directors. In its assessment, the Board focuses amongst others on the skills, experience, contributions, economic and family relationships beyond the Independent Director’s background and considers whether an Independent Director can continue to bring independence and objective judgment to Board deliberations. The assessment also focus on the tenure of directorship and the INEDs self-declaration on their compliance with the independence criteria under the BNM/GP1-i and Bursa Securities Listing Requirements.

In view of the above, all INEDs are to declare their independence as INEDs of BHB on a monthly basis, following which these declarations were tabled to the Board on a quarterly basis.

Recommendation 3.2 of the MCCG 2012 states that the tenure of Independent Directors should not exceed a cumulative term of nine (9) years. One of BHB’s Independent Director (Datuk Zaiton binti Mohd Hassan) has reached a cumulative term of nine (9) years. The Board is of the view that the said Independent Director’s presence and contributions are pertinent considering her wealth of experience. The Independent Director actively participates and provides invaluable independent views to the Board and Board Committees, particularly on the quarterly financial reports, audited financial statements and other operational aspects of the Group. Her vast experience in banking and in other various senior positions in the financial industry would enable BHB to tap on her expertise for the development of BHB and its subsidiaries. In addition, she had complied with the attendance requirements for Board and Board Committee meetings under Bursa Securities Listing Requirements as well as BNM/GP1-i. This testifies to her commitment and dedication in discharging her responsibilities as an Independent Director.

As provided in the Notice of the upcoming 18th Annual General Meeting (“AGM”) dated 21 April 2015, the Board is proposing to seek shareholders’ approval to retain the said Independent Director of the Company.

In line with paragraph 2.27 of BNM/GP1-i, none of BHB’s INEDs has more than 5% equity interest in the licensed institution or in its related companies, or is connected to a substantial shareholder of the licensed institution.


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The Board also ensures that all INEDs have the following attributes:

• Theabilitytochallengetheassumptions,beliefsorviewpointsofotherswithobjectivequestioning,andconstructiveandrigorouschallenging in the interest of the Company;

• Willingnesstostandupanddefendhis/herownviews,beliefsandopinionsfortheultimategoodoftheCompany;and• AgoodunderstandingoftheCompany’sbusinessactivitiesinordertoappropriatelyprovideresponsesonthevariousstrategic

and technical issues put forth and deliberated by the Board.

The Board is of the view that both the INEDs of the Company comply with the above requirements.

1.5 SENIOR INDEPENDENt NON-EXECutIvE DIRECtOR

In accordance with best practices on corporate governance, Tan Sri Ismail bin Adam continues to play his role as the Senior Independent Director (SID) of the Board to whom concerns of shareholders and other stakeholders can be conveyed.

Tan Sri Ismail can be reached at [email protected].

1.6 BOARD APPOINtMENt PROCESS (Principle 2, Recommendation 2.2 of the MCCG 2012)

The appointment of a new Director is set out in a formal and transparent process, for which the primary responsibility is delegated to the NAC. The procedure is in line with the Company’s KRP Policy (which has been implemented since August 2011), BNM Guideline onFitandProperCriteriaandBNM/GP1-i.Under thesaidprocedure, theNACrecommends to theBoardsuitablecandidates fordirectorship or for key positions in the Company. NAC is also responsible for ensuring these candidates satisfy the requisite skills and core competencies to be deemed as fit and proper, in accordance with the KRP Policy of the Company, Bursa Securities Listing Requirements and the Corporate Governance Blueprint 2011 issued by Securities Commission.

The KRP Policy outlines the attributes/qualifications required for a candidate in order to determine his/her suitability, which include amongst others, his/her skills- set and leadership. In addition, the KRP Policy takes into consideration the candidate’s overall experience in areas such as banking, insurance/takaful, finance/accounting, risk management, etc.

The Board, with the assistance of the NAC, also considers the following criteria in the selection process:

(a) Probity, personal integrity and reputation – the person must have key qualities such as integrity, diligence, independence of mind and fairness;

(b) Competence and capability – the person must have the necessary skills, ability and commitment to carry out the role; and(c) Financialintegrity–thepersonmustmanagehis/herdebtsorfinancialaffairsprudently.

Additionally, in line with the Recommendation 3.2 and Recommendation 3.3 of the MCCG 2012, the tenure of service for Independent Directors has been capped at the maximum of nine (9) years and upon completion of the nine (9) years tenure, the Independent Director may continue to serve on the Board. In these circumstances, the shareholders may decide that an Independent Director can remain beyond the cumulative terms of nine (9) years, subject to the NAC’s assessment, Board’s recommendation as well as strong justification to be provided to the shareholders at a general meeting.


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The process flow for the appointment of new directors is as follows:

Thereafter, the application for the appointment of such candidates would be submitted to BNM for approval pursuant to BNM/GP1-i.

1.7 BOARD AND INDIvIDuAL DIRECtOR’S EffECtIvENESS

Annually, the NAC undertakes a formal and transparent process, to assess the effectiveness of individual Directors and the Board as a whole. This is conducted through a Board evaluation process which consists of Board and Peer Annual Assessment (“Board Evaluation”).

The Board Evaluation comprises a detailed set of questionnaires which covers amongst others, the responsibilities of the Board in relation to strategic planning, risk management, performance management, financial reporting, communication and corporate governance. The Board composition and size, the contribution of each and every member of the Board at meetings, the Board’s decision-making and output, information and support rendered to the Board as well as meeting arrangements were also incorporated into the questionnaires.

Uponcompletionoftheassessments,theresultsaretabulatedandreviewedbytheNACforendorsementpriortodeliberationbytheBoard. If required, the Chairman will engage and discuss the peer assessment results with individual members.

1.8 ROLES AND RESPONSIBILItIES Of tHE CHAIRMAN AND tHE GCEO (Principal 1, Recommendation 1.1 and Principal 3, Recommendation 3.4 of the MCCG 2012)

The roles and responsibilities of the Chairman and the GCEO are distinct and separate, in accordance with relevant best practice. This is to ensure appropriate supervision of the Management, with a clear hierarchical structure. This distinction allows for a better understanding and distribution of jurisdictional responsibilities and accountabilities. This clear structure and focused approach facilitates efficiency and expedites informed decision-making. The distinction on the roles and responsibilities of the Chairman and the GCEO is also reflected in the Company’s TOR.

1.8.1 Chairman

The Chairman provides leadership to the Board. His main duties and responsibilities are to steer the Board to achieve its objectives. In order to ensure that relevant issues are discussed, the Chairman will lead the agenda for Board meetings and request for views and inputs from the other Directors.

Pertinent information and analysis are disseminated to members of the Board prior to Board meetings where the Chairman shall encourage a healthy level of deliberation. This is also to ensure that the Board discharges its responsibilities and that all Directors participate in the discussions.

The Chairman also ensures that consensus is reached at Board meetings. Where deemed necessary, the Chairman shall call for a vote such that a decision will be reached by a simple majority. In the event a consensus cannot be obtained, the Chairman may elect to defer the agenda, with further analysis conducted on the subject matter, to the next meeting.

Evaluation of suitability on fit and Proper Requirement of candidates

Deliberation by NAC

Recommendation to the Board

Identification of candidates


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1.8.2 GCEO

Dato’SriZukribinSamatwasappointedastheGCEOofBHBeffectivefrom18February2015inplaceofDato’JohanbinAbdullahwho has relinquished his position as Group Managing Director/Chief Executive Officer of BHB with effect from 15 January 2015.

The GCEO is responsible for the day-to-day operations of BHB and is accountable to the Board. He leads BHB’s Management team and is also responsible for regulatory compliance. In managing the Group’s business affairs, the GCEO is assisted by a Management Committee which meets on a monthly basis. The GCEO is also responsible for the implementation of the Board’s policies and decisions.

1.9 COMPANy SECREtARy

The Company Secretary is responsible for advising the Board on issues relating to the relevant laws, rules, procedures and regulations affecting the Board, as well as best governance practices. She is also responsible for advising the Directors on their obligations and duties, disclosure of their interest in securities or of any conflict of interest in a transaction involving the Company, prohibition on dealing in securities and restrictions on disclosure of price-sensitive information.

All Directors have direct and unlimited access to the advice and services of the Company Secretary.

1.10 DIRECtORS’ REtIREMENt, RE-ELECtION AND RE-APPOINtMENt

In accordance with the Company’s Articles of Association, all directors of BHB are subject to re-election by the shareholders in AGM at the first opportunity after their appointment, and in subsequent year one-third (1/3) of the directors for the time being, or if their number is not three or a multiple of three, then the nearest one-third (1/3) are subject to retirement by rotation at least once every three (3) years in accordance with the Bursa Securities Listing Requirements and Articles 61 and 66 of the Company’s Article of Association.

Tan Sri Samsudin bin Osman and Datuk Rozaida binti Omar who are due for retirement and seeking for re-election at the forthcoming AGM pursuant to Article 61 of the Company’s Articles of Association.

Dato’JohanbinAbdullahwasappointedastheNon-IndependentNon-ExecutiveDirectoreffective17February2015andshouldretireat the AGM pursuant to Article 66 of the Company’s Article of Association. Dato’ Johan bin Abdullah is seeking re-election at the AGM.

Encik Salih Amaran bin Jamiaan and Encik Zahari @ Mohd Zin bin Idris who are due for retirement pursuant to Section 129(2) of the Companies Act, 1965. In this regard, Encik Zahari @ Mohd Zin bin Idris has indicated his intention to seek for re-election at the forthcoming AGM however Encik Salih Amaran bin Jamiaan has expressed his intention not to seek for re-election at the forthcoming AGM.

Details of Directors who are due for retirement, re-election and re-appointment at the forthcoming AGM are disclosed on pages 238 to 241 of the Annual Report.

In relation to the application for the re-appointment of Directors to BNM, the NAC will first assess the Directors who are due for re-appointmentandwill then submit its recommendation to theBoard fordeliberationandapproval.Uponobtaining theBoard’sendorsement, the relevant submission including the justifications for such re-appointment is thereafter made to BNM for approval prior to the expiry of the relevant Director’s BNM’s term of appointment.

1.11 BOARD MEEtINGS

Board meetings are scheduled in advance at the beginning of a new calendar year to enable Directors to plan ahead and fit the year’s meetings into their own schedules. The Board meets on a scheduled basis every quarter. When the need arises, Special Board meetings are also convened. The Board continues to proactively engage with senior management or external advisors for information and/or clarification on relevant matters to ensure that the various concerns and issues relevant to the Company’s operations are duly addressed.


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All Directors have complied with the requirement that they must attend at least 75% of Board meetings held in the financial year in accordance with BNM/GP1-i, and attended at least 50% of Board meetings held in the financial year ended 31 December 2014 pursuant to the Bursa Securities Listing Requirements.

During the financial year ended 31 December 2014, the Company held eight (8) Board meetings and the Directors’ attendance are as follows:

Director

No. of Meetings

Held* Attended %

tan Sri Samsudin bin OsmanChairman/Non-Independent Non-Executive Director

8 8 100

tan Sri Ismail bin AdamSenior Independent Non-Executive Director

8 8 100

tan Sri Ismee bin IsmailNon-Independent Non-Executive Director

8 6 75

Datuk Zaiton binti Mohd HassanIndependent Non-Executive Director

8 8 100

Dato’ Johan bin Abdullah***Non-Independent Non-Executive Officer

8 8 100

Datuk Rozaida binti OmarNon-Independent Non-Executive Director

8 7 86

Encik Zahari @ Mohd Zin bin IdrisNon-Independent Non-Executive Director

8 7 86

Encik Salih Amaran bin JamiaanNon-Independent Non-Executive Director

8 8 100

Puan Rifina binti Md Ariff**Non-Independent Non-Executive Director

6 5 83

Notes:* Reflects the number of meetings held during the time the Director held office.** Appointed as Director of BHB w.e.f. 1 April 2014.*** Resigned as Group Managing Director/Chief Executive Officer w.e.f. 15 January 2015 and reappointed as Non-Independent Non-ExecutiveDirectoron17February2015.

1.12 ACCESS tO INfORMAtION (Recommendation 1.5 of the MCCG 2012)

The Board of Directors have full and unrestricted access to all information pertaining to BHB’s affairs including inter alia, financial results, annual budgets, reviews against business plans and progress reports on BHB’s corporate developments to enable them to discharge their duties effectively. The schedule of Board Meetings are circulated in advance to the Board members. The Agenda and Board meeting papers are disseminated to the Directors at least five (5) days prior to the Board meeting to allow sufficient time for the Directors to study and review the issues and, where necessary, to obtain further information and explanations to facilitate informed decision-making. During the Board meeting, the Directors will deliberate on the different items as per the agenda at length prior to making their conclusions and decision.

Senior Management and external advisers may be invited to attend the Board meetings when necessary, to furnish the Board with explanations on agenda items tabled at the Board meetings or to provide clarification on issue(s) that may be raised by any Director(s).


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The deliberations and resolutions passed by the Board are recorded properly, and minutes of the meeting will be confirmed at the next Board Meeting.

The Board is also regularly updated by the Company Secretary and/or Management on any changes to regulations and guidelines as issued by BNM, Bursa Securities, the Securities Commission, Companies Commission of Malaysia or other regulatory authorities.

All Directors have direct and unlimited access to the advice and services of Senior Management and may seek independent professional advice at the Company’s expense, if required, in furtherance of their duties.

1.13 NuMBER Of DIRECtORSHIPS

In accordance with BNM/GP1-i, Directors are not allowed to hold more than 10 directorships in listed companies and not more than 15 directorships in non-listed companies. Bursa Securities Listing Requirements, meanwhile, require Directors of a listed issuer to hold not more than five (5) directorships in listed issuers.

At present, all Directors of BHB have complied with best practices as recommended by the Green Book which states that Directors should not sit on the board of more than five (5) listed companies. This is to ensure that their commitment, resources and time are focused to enable them to discharge their duties effectively.

1.14 CONfLICt Of INtERESt

In accordance with statutory requirements, members of the Board are required to declare their interest, including whether such interest arises through close family members to relevant regulators, and these disclosures are subsequently noted at Board meetings.

In the event where there may be a conflict of interest, the Director(s) will abstain from voting and will not participate in any deliberations or decisions of the Board. In this regard, the Director(s) will excuse themselves from the meeting.

1.15 DIRECtORS’ tRAINING (Recommendation 4.2 of the MCCG 2012)

The Board recognises the value of enhancing the skills and knowledge of its members on relevant new laws and regulations, the changing business environment and risk profile, as well as the latest developments and key challenges in the financial sector.

The Board is mindful of the need for continuous training to keep abreast of new developments and is encouraged to attend forums and seminars facilitated by external professionals in accordance with their respective needs in discharging their duties as Directors. The Board will continue to evaluate and determine the training needs of its Directors to enhance their skills and knowledge.

The Company provides a dedicated training budget for the Director’s continuing education. Relevant training programmes are arranged by the Company for the Directors and members of the Board Committees. The Directors may also request to attend additional training courses according to their specific requirements as a Director or member of the Board Committees.


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AsattodateallBoardmembershaveattendedFinancialInstitutionsDirectors’Education(FIDE)programme.Inadditionothertrainingprogrammes attended by the Directors in the financial year ended 31 December 2014 are as follows:

(i) Board Leadership and Management Effectiveness:

- Corporate Directors Advanced Programme (CDAP) 2014: Human Capital- LuncheonTalkbyRipaRashidDirectorofResearchandCurriculumICLIF- Seminar Wakil-wakil Pengarah Korporat TH- Nominating Committee Programme - ManagingStakeholders’ExpectationsintheFastChangingBusinessTrendsTowardsValueCreation- Corporate Directors Training Programme- Audit Committee Conference- A Comprehensive Talent-based Approach to Board Recruitment - “Business,ValueCreation&Society”byDr.MichealYaziji,INSEAD,Geneva- BengkelPengurusanRisiko&LatihanSistemERMS by Lembaga Tabung Haji- Bengkel Pelan Pengurusan Risiko Rasuah (CRM) by Lembaga Tabung Haji- Linkage 20 Conversations @ Harvard Leadership Programme- FIDE:AligningBusinessandHumanCapitalStrategies- NominatingCommitteeProgramme2byICLIF- DirectorsBreakfastSerieswithBeverlyBehan:“GreatCompaniesDeserveGreatBoards”- MINDA: Corporate Directors Advanced Programme

(ii) Corporate Governance and Risk Management:

- SeminaronGovernanceforChairmanofBoardMembersofUniversityManagementBoard- Shariah Compliance Risk Masterclass for Bank Islam Board Members- FIDEForumEvent:“Risk:FromWhereof?”byTanSriAndrewSheng

(iii) Accounting, finance and Capital Markets:

- GSTAwarenessWorkshopbyEYTaxConsultantsSdnBhd- CorporateFinanceCaseStudies:IPOWorkshop- Roundtable on Malaysia Code for Institutional Investors- GlobalIslamicFinanceForum2014

As at the end of financial year ended 31 December 2014, all Directors are in adherence to the Mandatory Accreditation Programme, as required by Bursa Securities.

1.16 DIRECtORS tRADING DuRING CLOSED PERIOD

Directors and principal officers of BHB are prohibited from trading in any affected securities based on price sensitive information and/or knowledge which has not been publicly announced, in accordance with Bursa Securities’ Listing Requirements and the relevant provisionsoftheCapitalMarkets&ServicesAct2007.NoticesontheclosedperiodfortradinginBHBand/oranyaffectedsecuritiesarecirculated to Directors and principal officers deemed privy to any price sensitive information in advance of the closed period, wherever applicable.


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2. DIRECtORS’ REMuNERAtION (Recommendation 2.3 of the MCCG 2012)

The Remuneration Committee (“RC”) of BHB comprises solely of Non-Executive Directors. Amongst its duties is to recommend to the Board the remuneration package for the Executive Director, which is structured by linking rewards to financial and individual performance. Performance is measured against the Key Performance Indicators as approved by the Board. It is the ultimate responsibility of the Board to approve the remuneration of the Executive Director.

In the case of Non-Executive Directors, the remuneration package is determined by the Board as a whole, based on the experience and level of expertise and responsibilities undertaken by the Non-Executive Directors.

2.1 REMuNERAtION PACkAGE POLICy

The policy on remuneration packages for Directors is as follows:

Executive Director

(a) Basic SalaryThe basic salary of the Executive Director is recommended by the RC to the Board, taking into account the responsibility, contribution and performance of the Executive Director, as well as the market rate for similar positions in comparable companies.

(b) Bonus SchemeThe Group has adopted a bonus schemes for all employees, including the Executive Director. The criteria for the scheme would include the Group’s overall level of financial achievements by the Group against set targets, together with other qualitative assessments of an individual’s performance during the period. The bonus payable to the Executive Director is reviewed and recommended by the RC and thereafter approved by the Board. No bonus scheme is provided for Non-Executive Directors.

Non-Executive Directors

(c) fees and Other EmolumentsNon-ExecutiveDirectorsare remuneratedbywayofmonthly fees, sittingallowanceandotheremoluments.Feespayable to Non-Executive Directors are subject to shareholders’ approval at the Annual General Meeting.

(d) Benefits-In-kindOther benefits (such as Directors’ Health and Medical Benefit together with Directors’ and Officers’ liability insurance and travelling allowance) are made available as appropriate.

RemunerationoftheDirectorsinofficeduringthefinancialyearisdisclosedinNote33(a)ofBHB’sFinancialStatements.


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A summary of the aggregate remuneration of the Directors, distinguishing between Executive and Non-Executive Directors for the financial year ended 31 December 2014, is as follows:

Group Company

1.1.2014 to 31.12.2014

RM’000

1.1.2013 to31.12.2013

RM’000

1.1.2014 to31.12.2014

RM’000

1.1.2013 to31.12.2013

RM’000

Executive Director:

Feesandallowances 355 284 - -

Salaries,bonusesandEPFcontributions 2,202 1,907 2,202 1,907

Benefits-In-Kind 191 77 90 54

2,748 2,268 2,292 1,961

Non-Executive Directors:

Feesandallowances 2,206 2,065 992 957

Benefits-In-Kind 532 346 251 154

Total 5,486 4,679 3,535 3,072

Total (excluding Benefits-In-Kind) 4,763 4,256 3,194 2,864

Shariah Supervisory Council 731 603 - -

The number of Directors of the Company, whose remuneration are paid/payable for their services, fall within the following bands:

Group

1.1.2014 to 31.12.2014

1.1.2013 to 31.12.2013

Executive Director:

RM2,000,001 and RM2,500,000 - -

RM2,500,001 and RM3,000,000 1 1

Non-Executive Directors:

Below RM50,000 - -

RM50,001 and RM100,000 - -

RM100,001 and RM150,000 1 -

RM150,001 and RM200,000 1 3

RM200,001 and RM250,000 1 -

RM250,001 and RM300,000 2 -

RM300,001 and RM350,000 - 1

RM350,001 and RM400,000 - -

RM400,001 and RM450,000 - -

RM450,001 and RM500,000 - 1

RM500,001 and RM550,000 1 1

RM550,001 and RM600,000 - 1

RM600,001 and RM650,000 2 -

Total 9 8


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Remuneration Committee

Board of Directors

Audit and Examination Committee

Nomination and Assessment

Committee

3. BOARD COMMIttEES

To assist the Board in discharging its duties and responsibilities, the Board delegates certain responsibilities to the following 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 delegated its authority to these Board Committees to deliberate and decide on certain key and operational matters, the ultimate responsibility for final decisions on all matters lies with the entire Board.

3.1 NOMINAtION AND ASSESSMENt COMMIttEE (“NAC” or “Committee”) (recommendations 2.1 and 2.2 of the Mccg 2012)

The Committee comprises Non-Executive Directors, a majority of whom are independent and presently chaired by the Senior Independent Non-Executive Director. Meetings are held every quarter and as and when necessary for the Committee to deliberate on relevant matters. The NAC held four (4) meetings during the financial year ended 31 December 2014. Details of committee members’ attendance are as follows:

Committee Members Attendance %

tan Sri Ismail bin Adam (Chairman)*Senior Independent Non-Executive Director

- -


4/4 100

Datuk Zaiton binti Mohd Hassan*Independent Non-Executive Director

4/4 100

Encik Zahari @ Mohd Zin bin Idris**Non-Independent Non-Executive Director

3/4 75

Notes:* Tan Sri Ismail bin Adam appointed as Chairman of NAC to replace Datuk Zaiton binti Mohd Hassan w.e.f. 10 December 2014.** Encik Zahari @ Mohd Zin bin Idris relinquished as Member of NAC w.e.f. 10 December 2014.


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The Committee is responsible for assessing and recommending to the Board candidates for directorships and/or Executive Directors to be appointed in the Company and its key subsidiaries.

With respect to nomination and election process of new Directors, the responsibilities of the Committee shall include as follows:

• GatheringthenominationandselectionofDirectorsformembersoftheBoard.• Reviewingthecompetencies,commitment,contributionandperformanceofthecandidates/Boardmembersandtherequired

mix of skills, experiences and gender and other qualities of the Directors.• MakingrecommendationstotheBoardoncandidatesforappointment.

The other responsibilities of the Committee are as follow:

• AssessingtheoverallcompetencyrequirementsfortheBoardandtheperformanceoftheGMD/GCEO;• OverseeingtheoverallcompositionoftheBoardtoensure,amongstothers,ithastheappropriatesize,mixofskillsandgender

diversity; • RecommendingandassessingtheoverallsuitabilityofDirectorsaswellasnomineesfortheGMD/GCEO’spositiontotheBoard

prior to submission of such application to BNM for approval;• EstablishingaformalmechanismtoassesstheeffectivenessoftheBoardasawhole,thecontributionsofeachDirectortothe

effectiveness of the Board/Board’s committees as well as the independence of Independent Non-Executive Directors;• EnsuringallDirectorsreceiveappropriatecontinuoustraining;• Overseeing the appointment, management succession planning and performance evaluation of Directors and Key Senior

Management; and• Ensuring that theBoardhas the rightbalancebetweenExecutiveDirectors,Non-IndependentNon-ExecutiveDirectors and

Independent Non-Executive Directors and the core competencies required throughout the annual review.

The Company has also conducted the annual assessment on the performance of the Board as a whole as well as on the effectiveness of all individual Directors.

In addition, the Board has concurred that the existing gender diversity on the Board composition is acceptable; with three (3) members or 33% of the Board being ladies.

3.2 REMuNERAtION COMMIttEE (“RC” or “Committee”) (Recommendation 2.3 of the MCCG)

The Committee comprises Non-Executive Directors, a majority of whom are independent and presently chaired by the Senior Independent Non-Executive Director. Meetings are scheduled in advance at the beginning of a new calendar year to enable the Directors to plan ahead and fit the year’s meetings into their own schedules. The Committee held two (2) meetings during the financial year ended 31 December 2014. When the need arises, special meetings are convened. Details of the attendance are as follows:


tan Sri Ismail bin Adam (Chairman)*Senior Independent Non-Executive Director

- -


2/2 100

Datuk Zaiton binti Mohd Hassan*Independent Non-Executive Director

2/2 100

Encik Zahari @ Mohd Zin bin Idris**Non Independent Non-Executive Director

1/2 50

Notes:* Tan Sri Ismail bin Adam appointed as Chairman of NAC to replace Datuk Zaiton binti Mohd Hassan w.e.f. 10 December 2014.** Encik Zahari @ Mohd Zin bin Idris relinquished as Member of NAC w.e.f. 10 December 2014.


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The Committee’s role is to assist and support the Board by recommending to the Board the remuneration of Directors and Executive Directors, as well as of Senior Management of the Company. The responsibilities of the RC would include:

• RecommendingaframeworkofremunerationforDirectors,GMD/GCEOandKeySeniorManagement;• RecommendingspecificremunerationpackagesforDirectors,GMD/GCEOandKeySeniorManagement;• ReviewingandrecommendingtotheBoardpoliciespertainingtostaff’ssalary,remunerationschemeandbenefits;and• ReviewingandrecommendingtotheBoardthequantumofbonuspaymentstoCompany’sstaff.

3.3 AuDIt AND EXAMINAtION COMMIttEE (“AEC” or “Committee”)

The AEC is authorised by the Board to conduct activities within its Terms of Reference and has unrestricted access to both the internal and external auditors and members of the Senior Management. The activities carried out by the Committee, which met six (6) times during the year under review, are summarised in the AEC’s Report while its Terms of Reference are set out on pages 70 to 75 of this Annual Report. The AEC’s composition is disclosed on page 70 of this Annual Report.

3.4 GROuP SHARIAH COMMIttEE

There are three (3) separate Shariah Committees that provide Shariah guidance and consultation to BHB’s key subsidiaries (Islamic Banking, Takaful and Stockbroking).

IncompliancewithBNM’sGuidelinesontheGovernanceFrameworkandtheCompany’sMemorandumandArticlesofAssociation,the Shariah Committees’ responsibility is to ensure that the key subsidiaries operate in accordance with Shariah principles.

(a) Members of the Shariah Supervisory Council of Bank Islam:

Members Nationality

ustaz Dr. Ahmad Shahbari @ Sobri bin Salamon (Chairman) Malaysian

Dato’ Mohd Bakir bin Haji Mansor (Resigned w.e.f. 31 March 2015) Malaysian

Associate Professor Dr. uzaimah binti Ibrahim Malaysian

Professor Dr. Ahmad Hidayat bin Buang Malaysian

ustaz Dr. Muhammad Syafii bin Antonio Malaysian

(b) Members of the Shariah Advisory Body of Syarikat Takaful Malaysia Berhad:

Members Nationality

ustaz Dr. Ahmad Shahbari @ Sobri bin Salamon (Chairman) Malaysian

Dato’ Mohd Bakir bin Haji Mansor Malaysian

Dr. Aida binti Othman Malaysian

Professor Dr. Muhammad Rahimi bin Osman Malaysian

Dato’ wan Mohamad bin Dato’ Sheikh Abdul Aziz Malaysian

(c) Members of the Shariah Committee of BIMB Securities Sdn Bhd:

Members Nationality

Dato’ Mohd Bakir bin Haji Mansor (Chairman) Malaysian

Prof. Emeritus Dato’ Paduka Dr. Mahmood Zuhdi bin Haji Abdul Majid Malaysian

Ir. Dr. Muhammad fuad bin Abdullah Malaysian


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4. SHAREHOLDERS

The Board recognises the importance of timely, complete, accurate and equal dissemination of information with regard to the Company and the Group’s performance and other matters affecting shareholders’ interest, investors and the general public.

4.1 INvEStOR RELAtIONS (Recommendation 7.1 of the MCCG 2012)

Investor Relations (“IR”) is an important part of BHB’s Corporate Governance framework, and ensures that shareholder, stakeholders, investors and the investment community, both local and international, are provided with relevant, timely and comprehensive information about BHB. The Company is committed to providing effective and open communication in order to improve disclosure and transparency.

IR provides an important opportunity to promote effective communication and proactive engagement with stakeholders. It is also an effective tool to reach out and to update stakeholders on the Group and the Company’s corporate activities, such as dialogues and discussions with fund managers, financial analysts and the media. These initiatives provide vital channels of communication for better understanding of the business and operations within the Group. Where relevant, members of the media are also invited to attend major events in the Company.

4.2 CONfERENCES AND ROADSHOwS

The Company and its subsidiaries participated in various domestic and international conferences and road shows, whereby information on its business outlook, strategy and direction are communicated to the relevant stakeholders.

4.3 fINANCIAL RESuLtS

The Company and Group’s unaudited quarterly and audited annual financial results are released within the stipulated regulatory timeline to Bursa Securities, together with the accompanying press release for the respective periods.

4.4 ANNuAL REPORt

One of the most important methods of communication to shareholders is through the Annual Report of the Company. The Annual Report contains comprehensive details about the financial results and overall performance of the Company and BHB Group.

In addition, the Annual Report contains the Chairman’s Statement which provides an overview of the Company and BHB Group’s performance, operations and other matters affecting shareholders’ interest. The Company also discloses its corporate governance and internal control statements in the Annual Report. The information stated in the Annual Report would allow shareholders and investors to make informed investment decisions regarding BHB Group.


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4.5 GENERAL MEEtINGS

The Annual General Meeting is regarded as the main forum for dialogue and communication during which shareholders and investors are informed of the financial performance and current developments of the Group. Shareholders are encouraged to attend the Annual General Meeting and participate in the proceedings. Shareholders’ approval is required on all material issues including, but not limited to, the election and appointment of Directors, corporate exercises, as well as the appointment of auditors and dividend payments (if any).

At the General Meetings, shareholders are invited to ask questions or seek clarifications before any resolutions are put forth for approval. The GMD/GCEO will also brief shareholders on the Group’s financial performance. All Board members, Senior Management, BHB Group’s Management team and the Company’s external auditor are available to respond to shareholders’ queries during the Annual General Meeting.

A press conference is held after each Annual General Meetings, at which the Company’s GCEO together with the GMD/CEOs of the major operating subsidiaries, brief the media on the Group’s financial performance and corporate developments. This session also enables the Board and Management to clarify issues and to answer questions raised by members of the media.

4.6 MEDIA COvERAGE

The Company’s major operating subsidiaries, namely Bank Islam, Takaful Malaysia and BIMB Securities, do from time-to-time engage the media on matters pertaining to their respective products and services that are of interest to the public.

4.7 wEBSItE

BHB’s corporate website, www.bimbholdings.com, represents another channel of communication with stakeholders and act as an effective dissemination of information to public at large. It contains information on the Company and BHB Group such as its corporate profile, Senior Management, investor information, financial results and corporate news which can be assessed easily and promptly.

Any queries or concerns relating to the Company and/or BHB Group can be conveyed to the following persons:

tan Sri Ismail bin AdamSenior Independent DirectorEmail: [email protected]

Encik Omar bin AtinHead, Corporate CommunicationsEmail: [email protected]

5. ACCOuNtABILIty AND AuDIt

5.1 fINANCIAL REPORtING AND DISCLOSuRE

The Board has a fiduciary responsibility to present a clear, balanced and comprehensive assessment of the Company and the Group’s performance and prospects. This is presented at the end of each financial year primarily through annual financial statements, quarterly and half-yearly announcement of results to shareholders as well as the Letter to Shareholders in the Annual Report. In order to meet the fiduciary responsibility expected of the Board, the Board is assisted by the AEC to ensure that the financial statement present a true and fair view of BHB Group’s financial performance and state of affairs.

TheBoardalsoensuresthattheCompanyandBHBGroup’sfinancialreportingaremadeinaccordancewiththeMalaysianFinancialReporting Standards (“MfRS”),InternationalFinancialReportingStandards(“IfRS”) and Companies Act, 1965 (“Act”).


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5.2 DIRECtORS’ RESPONSIBILIty StAtEMENt

Pursuant to the Act, the Directors are required to provide annual financial statements which have been made in accordance with the provisions of the Act and applicable approved accounting standards.

The Statement by Directors pursuant to Section 169(15) of the Act is set out on page 76 of this Annual Report.

5.3 INtERNAL CONtROL

The Board recognises the importance of maintaining a sound internal control system that covers financial, operational and compliance controls to safeguard shareholders’ investments and the Company’s assets. The Statement on Risk Management and Internal Control, which provides an overview of the state of internal control, is set out on pages 77 to 81 of this Annual Report.

5.4 POLICIES

(i) Corporate Disclosure Policy

A Corporate Disclosure Policy (“CDP”) has been formulated to enhance the standard of BHB’s corporate governance, particularly in the area of transparent disclosures to the public. The purpose of the CDP is to enable shareholders and stakeholders to gain access to business information beyond the Company’s financial disclosure. In addition, it maintains an effective communication tool which enables both the Board and Management to communicate effectively with stakeholders on a timely basis.

(ii) Corporate Social Responsibility (“CSR”) and the Environment

The Company has adopted an objective and positive stand by promoting a wide range of CSR activities through various community programmes and use of natural resources.

The Directors are of the view that the Company has adopted a good balance between value creation and corporate responsibility. Details of the Company’s CSR initiatives are set out on pages 34 to 39 of this Annual Report.

(iii) Code of Ethics (“COE”)

BHB’s COE was implemented on 4 June 2014 for all BHB’s employees to make decisions that meet with the required standards of integrity, professionalism and ethical behavior. BHB’s reputation as a responsible financial holding company and a good corporate citizen must be maintained and safeguarded to ensure the organisation to grow and prosper in conducting business. The COE also demonstrates how BHB’s employees should act with the stakeholders being namely; customers, service providers, communities, media (electronic print), investor and regulators.

The COE also provides the basis for all employees to adhere to a working environment that is productive, positive, enjoyable, safe and free from harassment and discrimination.

Each section of the COE covers an area in which employees have responsibilities to BHB as follows:

(i) Personal conduct and protection of BHB’s assets;(ii) Obligations in conducting BHB’s business with other people and organisation; and(iii) Conflicts of interest and other considerations affecting BHB.

However, no COE can anticipate every appropriate behavior. BHB therefore, expects each employee to make competent judgment in a particular situation.


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(iv) whistle-Blowing Policy

BHB is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs. Wrongdoing such as fraud, corruption, financial impropriety and gross mismanagement should be reported and dealt with in accordance with the Company’s established due process. A whistle-blowing policy reflects BHB’s commitment to be vigilant at all times. It is also to assist BHB to manage its risks and contingencies as well as to avoid recurring acts of wrongdoing.

BHB promotes an open communication and transparent work culture by setting up internal procedures to address concerns regarding any likely wrongdoing. The policy complements the normal channels of communication and reporting lines within BHB. It also provides an alternative route for employees to raise concerns if the usual lines of communication are not available when the complaint relates to his or her immediate supervisor or head of department.

BHB encourages its employees to aspire to achieve the highest possible standards of compliance and ethics. Whistle-blowing policies have therefore been integrated into BHB’s practices and culture to help to deter fraud, corruption and mismanagement. Through the effective implementation of this policy, BHB is able to preserve its integrity and transparency, thus enhance and build credibility with its stakeholders.

(v) Directors’ Code of Conduct and Ethics

BHB adopts and practices the Code of Ethics for Company Directors issued by the Companies Commission of Malaysia. The Code of Ethics provides guidance for proper standards of conduct with sound and prudent business practices as well as standards of ethical behaviour for directors, based on the principles of integrity, responsibility, sincerity and corporate social responsibility.

BHB’s Directors’ Code of Conduct and Ethics encompass three (3) major areas, namely:

1. Corporate Governance; 2. Relationship with shareholders, employees, creditors and customers; and 3. Social responsibilities and the environment.

Based on the aforesaid, BHB’s Directors are required to uphold the highest integrity in discharging their duties and in dealings with various stakeholders. This is in line with the Company’s core values which place emphasis on ethical behavior in all dealings with third parties and employees.

(vi) Sustainability Policy

As a pioneer Shariah-compliant financial services provider, BHB and its subsidiaries strive to be responsible corporate citizens. BHB is committed to upholding Shariah principles in relation to its business and social responsibilities:

• MarketplaceBHB Group is committed to strengthening its Shariah governance, adopting a customer-centric philosophy for service excellence and promoting literacy in the areas of Shariah-compliant banking, takaful and stockbroking products.

• workplaceBHB Group aspires to be an employer of choice by providing a conducive working environment, continuous education and development of talent, encouraging volunteerism and managing responsibly its most valuable asset, which is the staff.

• CommunityBHB Group is focused on efforts to enrich deserving communities via education, social development and economic inclusion, poverty alleviation and humanitarian relief.

• EnvironmentBHB Group champions environmental conservation and the protection of natural resources via educational efforts targeted at its business constituents on the importance of environmental preservation.


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5.5 RELAtIONSHIP wItH AuDItORS

(a) Internal Auditors

The Company’s Internal Auditors (currently the function is outsourced to the Internal Audit Department of Bank Islam) reports directly to the AEC and have unrestricted access to the AEC. The internal audit function is independent of the activities or operations of other operating units. The Internal Auditors conduct regular audits to evaluate the operating effectiveness of internal controls, and compliance with internal and regulatory requirements across the Company. The audit report which highlights any findings, along with its recommendations and Management’s responses, are tabled to the AEC. Minutes of the AEC meetings are subsequently tabled to the Board for notation, which serves as useful reference on pertinent issues that the AEC wishes to highlight to the Board.

(b) External Auditors

The Board has established a transparent and appropriate relationship with its external auditors through the AEC. The AEC and Board maintain a strong emphasis on the objectivity and independence of the Auditors in providing relevant and transparent reports to shareholders. In ensuring full disclosure, the external auditor is regularly invited to attend AEC meetings and the AGM, apart from the bi-annual discussions with the AEC without the presence of the management. In this regard, the external auditors have an obligation to highlight any concerns in the Group’s system of internal control and compliance to the Management, AEC and the Board.

A report of the AEC outlining its role in relation to the internal and external auditors is set out on pages 70 to 75 of this Annual Report.

This statement is made in accordance with a resolution of the Board dated 23 March 2015. 6. AuDIt AND EXAMINAtION COMMIttEE REPORt (“AEC” or “Committee”)

6.1 COMMIttEE

Datuk Zaiton binti Mohd Hassan Chairman/Independent Non-Executive Director(FellowoftheACCA,MemberofMIAandMICPA)

tan Sri Ismail bin Adam Senior Independent Non-Executive Director(MasterofArts(Economics),VanderbiltUniversityUSA)

Encik Zahari @ Mohd Zin bin Idris Non-Independent Non-Executive Director(Senior Cambridge Certificate)

The Committee is authorised by the Board to conduct its activities within its Terms of Reference and has full access to the internal and external auditors and members of the Management of the Company.


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The terms of reference of the Committee are as follows:

6.2 COMPOSItION

(a) The Committee shall comprise only Non-Executive Directors, with at least three (3) members, of whom the majority must be Independent Directors. The Chairman shall be an Independent Non-Executive Director and at least one (1) member of the committee must be:

• AmemberoftheMalaysianInstituteofAccountants(“MIA”); or• He/Shemusthaveatleastthree(3)years’workingexperiencewiththefollowingconditions:

- He/ShemusthavepassedtheexaminationsspecifiedinPartIoftheFirstScheduleoftheAccountantsAct,1967;or- He/ShemustbeamemberofoneoftheassociationsofaccountantsspecifiedinPartIIoftheFirstScheduleofthe Accountants Act, 1967.

(b) The Committee shall not consist of any alternate director of the Company and shall be formally appointed and/or terminated by the Board.

(c) The members shall elect a Chairman from amongst themselves who must be an Independent Non-Executive Director.

(d) All members shall hold office only for so long as they serve as Directors of the Company and members of the Committee may relinquish their membership in the Committee with prior written notice to the Secretary and may continue to serve as Directors of the Company.

6.3 CHAIRMAN Of tHE AEC

The following are the main duties and responsibilities of the Chairman of the AEC:

• TosteertheCommitteetoachieveitsobjectives;• ToprovideleadershiptotheCommitteeandensureproperflowofinformationtotheCommittee,reviewadequacyandtimingof

documentation;• ToprovideareasonabletimefordiscussionattheCommitteemeetings;organiseandleadtheagendaforCommitteemeetings

based on input from the members and ensure that all relevant issues are on the agenda;• ToensurethatconsensusisreachedoneveryCommitteeresolutionandwhereconsiderednecessary,callforavoteforadecision

to be made by simple majority; OR in the event a consensus cannot be obtained, the Chairman may elect to defer the agenda to the next meeting with further analysis conducted on the subject matter;

• TomanagetheprocessesandworkingsoftheCommitteeandensureitdischargesitsresponsibilities;and• Toensureallmembersparticipateindiscussionstoenableandencourageeffectivedecision-making.

6.4 COMMIttEE MEMBERS

Each AEC member is expected:

• Tocontributeindependentopinionstothefact-finding,analysisanddecision-makingprocessoftheCommittee,basedonhis/her experience and knowledge;

• ToconsidertheviewpointsoftheotherCommitteemembers,andmakedecisionsandrecommendationsinthebestinterestofthe Company collectively;

• TokeepabreastofthelatestcorporategovernanceguidelinesinrelationtotheCommitteeasawhole;and• TocontinuouslyseekoutbestpracticesintermsoftheprocessesutilisedbytheCommittee,followingwhichtheseshouldbe

discussed with the rest of the Committee for possible adoption.


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6.5 SECREtARy

The Secretary of the Committee shall be the Company Secretary and/or Joint Secretary of the Company and the Company Secretary shall record the proceedings and resolutions of all proceedings of the AEC.

6.6 DISCLOSuRE

The Committee shall assist the Board in making certain disclosures concerning its activities, pursuant to Bursa Securities’ Listing Requirements.

6.7 MEEtINGS AND PROCEEDINGS

(a) Meetings shall be held not less than four (4) times a year with additional meetings for particular matters convened as and when required. The external auditors may be requested to attend the meetings if necessary.

(b) The Chairman of the Committee, or the Secretary on the requisition of the members, shall at any time summon a meeting of the members by giving due notice. It is not necessary to give notice of a Committee meeting to any member for the time being absent from Malaysia.

(c) No business shall be transacted at any meeting of the Committee unless a quorum is present. In order to form a quorum in respect of a meeting of an audit committee, the majority of members present must be Independent Directors.

(d) If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved. The meeting shall stand adjourned to such day, time and place as the members may determine.

(e) The Chairman of the Committee shall chair the Committee meetings and in his absence, the members present shall elect one (1) member among themselves to chair the meeting, subject to that person being an Independent Non-Executive Director.

(f) All decisions and/or approvals are to be made on an unanimous basis, whilst adhering to the quorum of the meeting.

(g) The Secretary shall draft out the agenda for each meeting, in consultation with the Chairman of the Committee. The agenda shall be sent to all members of the Committee and any other persons required to attend the meeting.

(h) All minutes of the meeting, including the recommendations and findings of the Committee, shall be submitted to the Board for notification.

(i) In appropriate circumstances, the Committee may deal with matters by way of circular reports and/or resolutions. A resolution in writing signed by all the members who may at the time be present in Malaysia, shall be as valid and effectual as if it had been passed by a meeting of the Committee duly called and constituted. The decision shall be presented at the next Committee meeting for notation and minutes.

(j) In order to avoid conflict of interest, a member of the Committee shall abstain from participating in discussions and/or decisions on matters directly involving him/her.

6.8 QuORuM

The quorum shall be three (3) with a majority must be Independent Directors.


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6.9 AttENDANCE AND INvItEES

The GCEO is invited to attend all meetings. Subject to the Chairman’s consent, and with the advice of the GCEO, the Senior Management or any other persons may be invited to attend the meeting as and when required. Other Board members shall also have the right to attend.

At least twice a year, the Committee shall meet with the external auditors without executive Board members/Senior Management presence.

A total of six (6) meetings were held during the financial year ended 31 December 2014. The details of attendance of each member at the AEC meetings are as follows:


Datuk Zaiton binti Mohd Hassan (Chairman)*Independent Non-Executive Director

6/6 100

tan Sri Ismail bin Adam**Senior Independent Non-Executive Director

- -

Encik Zahari @ Mohd Zin bin Idris*Non-Independent Non-Executive Director

6/6 100

Encik Salih Amaran bin Jamiaan***Non-Independent Non-Executive Director

6/6 100

Notes:* Datuk Zaiton binti Mohd Hassan was appointed as Chairman of AEC in place of Encik Zahari @ Mohd Zin bin Idris w.e.f.

10 December 2014.** Tan Sri Ismail bin Adam was appointed as Member of AEC w.e.f. 10 December 2014.*** Encik Salih Amaran bin Jamiaan relinquished as member of AEC w.e.f. 10 December 2014.

6.10 AutHORIty Of tHE AEC

The AEC is empowered by the Board to carry out the following:

(a) Investigate any activity or matter within its terms of reference;(b) Promptly report to Bursa Securities matters which have not been resolved satisfactorily thus resulting in a breach of the Listing

Requirements;(c) Obtain external independent professional advice, legal or otherwise, when deemed necessary;(d) Maintain direct communication channels with the external auditors, person(s) carrying out the internal audit function and Senior

Management of the Company and its subsidiaries; and(e) Convene meetings with the internal and external auditors, without the attendance of the Management, whenever deemed

necessary.

In discharging the above functions, the AEC is also empowered to:

(a) Seek any information it requires from any employee of the Company in order to perform its duties;(b) Obtain, at the Company’s expenses, any professional advice including the advice of independent consultants; and secure the

attendance of the external advisers at its meeting if considered necessary to help it fulfill its obligations;(c) Have full and unrestricted access to the Company’s records, properties and personnel; and(d) Have full and unrestricted access to advice and services of the Company Secretary.


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6.11 DutIES AND RESPONSIBILItIES

The primary duties and responsibilities of the AEC are as follows:

(A) Internal Audit

• Review theadequacyof the internalauditprogramme, internalauditfindingsand recommendactions tobe takenbyManagement on deficiencies in controls and procedures that are identified;

• RecommendtotheBoardtheappointmentorterminationoftheChiefInternalAuditor;• Assesstheperformanceoftheinternalauditorsanddetermineandrecommendtheremunerationandannualincrement

of the internal auditors; and• Takecognisanceoftheresignationsofinternalauditstaffmembersandprovidetheresigningstaffmemberanopportunity

to submit his/her reasons for resigning.

(Currently the function of Internal Audit is outsourced to the Internal Audit Department of Bank Islam.)

(B) Internal Controls

• Reviewtheeffectivenessof internalcontrolsandriskmanagementprocesses(ForfurtherdetailsonStatementonRiskManagement and Internal Control, kindly refer to pages 77 to 81 of the Annual Report.); and

• ReviewtheCompany’sstatementoninternalcontrolpriortoendorsementbytheBoard.

(C) External Audit

• Reviewtheexternalauditors’auditscopeandplan;• Review the appointment of external auditors and the audit fee and dealwith any issue pertaining to resignations or

dismissals and make recommendations to the Board;• Reviewandmonitortheeffectivenessoftheexternalauditors’performanceandtheirindependenceandobjectivitybyway

of an assessment to be conducted annually;• Review the external auditors’ letter to Management and Management’s responses, including the previous audit

recommendations, and make recommendations to the Board; and• Approvetheprovisionofnon-auditservicesbytheexternalauditor.

(D) financial Reporting

Review and recommend the quarterly and year-end financial statements of the Company before submission to the Board, focusing particularly on:

• Anychangesinaccountingpoliciesandpractice;• Significantadjustmentsresultingfromtheaudit;• Thegoingconcernassumption;and• CompliancewithapplicableFinancialReportingStandardandotherlegalandregulatoryrequirements.

(E) Related Party transactions

Review and report to the Board any related party transactions that may arise within the Company or Group.


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(f) Annual Report

Annual reporting on AEC’s overall activities and the number of audit meetings held in a year.

(G) General

• TheCommitteemayconsiderothermattersasreferredtotheAECbytheBoard;• TheCommitteeisnotdelegatedwithdecision-makingpowerbutisrequiredtosubmititsrecommendationtotheBoard

for decisions;• TheCommitteewill,incarryingoutitsactivitiesaswellasinmakingitsrecommendationstotheBoardofDirectors,take

into consideration the latest guidelines prescribed by Bursa Securities, Bank Negara Malaysia and other relevant regulatory bodies; and

• TheCommitteewillperformanyotherfunctionsasagreedbytheBoard.

6.12 fuNCtIONS AND ACtIvItIES

(A) Internal Audit function

The internal audit function for BHB and its wholly-owned subsidiaries has been outsourced to the Internal Audit Department of Bank Islam Malaysia Berhad (“Bank Islam”) since December 2008.

The internal audit function for Bank Islam and Syarikat Takaful Malaysia Berhad (“takaful Malaysia”) is carried out by their respective internal audit divisions.

The respective Internal Auditor’s core function is to perform a regular audit and provide independent appraisal of the Bank Islam Group and Takaful Malaysia Group activities, to provide assurance on compliance to internal controls and risk management processes, and compliance with laws, regulations and policies.

The Management of Bank Islam and Takaful Malaysia are responsible for ensuring that corrective actions on reported weaknesses are undertaken within a reasonable time frame.

For thefinancial year ended31December 2014, the total cost incurred for the internal audit functionof theCompanywasRM20,000 (2013: RM17,000).

(B) Activities During the year

The following is a summary of activities that were carried out by the AEC during the year under review:

(i) Review BHB Group’s quarterly financial statements prior to submission to the Board for consideration and approval;(ii) Review and approve the external auditors’ scope of work and audit plan for the year;(iii) Review the audit report of BHB Group prepared by the external auditors and internal audit department, their findings and

Management’s responses thereto;(iv) Monitor the progress of the Internal Audit function in completing its audit plan and assess the performance of the Internal

Audit function; and(v) Review the recurrent related party transactions.

This statement is made in accordance with a resolution of the Board dated 23 March 2015.


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StAtEMENt ON DIRECtORS’ RESPONSIBILIty

This statement is prepared as required by the Companies Act, 1965 and the Listing Requirements of Bursa Malaysia Securities Berhad. The

Directors are required to prepare financial statements which give a true and fair view of the state of affairs of the Group and the Company as at

the end of each financial year and of their cash flows for that year then ended.

In preparing the financial statements for the year ended 31 December 2014, the Directors have:

• adoptedsuitableaccountingpoliciesandappliedthemconsistently;

• madejudgmentsandestimatesthatarereasonableandprudent;

• ensuredapplicableFinancialReportingStandardshavebeenfollowed;and

• preparedthefinancialstatementsonagoingconcernbasis.

The Board has the overall responsibility to take all steps as are reasonably open to them to safeguard the assets of the Group to prevent and detect

frauds and other irregularities.

This statement is made in accordance with a resolution of the Board dated 31 March 2015.


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Pursuant to Paragraph 15.26(b) of the Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors (the “Board”) is pleased to provide the following Statement on Risk Management and Internal Control (the “Statement”) which outlines the nature and scope of risk management and internal controls of the Group during the financial year ended 31 December 2014.

Forthepurposeofdisclosure,thisStatementisguidedbytheStatementonRiskManagement&InternalControl:GuidelinesforDirectorsofListedIssuers. The Board is committed and acknowledges its responsibility to oversee the system of risk management and internal control within the Company including reviewing its adequacy, integrity and effectiveness to safeguard shareholders’ investments and the Group’s assets.

RESPONSIBILIty

The Board recognises that a sound system of risk management and internal control practices are essential in ensuring good corporate governance. As such, the system is designed to manage an acceptable risk profile rather than eliminate the risk of failure to achieve the business objectives of the BHB Group. The system of internal control can only provide reasonable but not absolute assurance against material misstatement, fraud or loss.

The Board has established appropriate controls and processes for identifying, evaluating, monitoring and managing significant risks that may affect the achievement of BHB Group’s objectives. The control structure and processes which have been instituted throughout the BHB Group is reviewed from time to time to cater for the changes in the business environment. The respective Board Risk Committee/Audit and Examination Committee at the main operating subsidiaries regularly reviews and monitors the Management’s approach and action in addressing key risks of the subsidiaries. This process has been in place and continued to be BHB Group’s practice for the financial year under review and up to the date of approval of this Statement for inclusion in the Annual Report of the Company.

In addition to the above, the Management is also responsible to ensure that the relevant key subsidiaries have performed the following:

• Identifytherisksrelevanttothebusiness,implementationofstrategiesandtheachievementofitsobjectives;• Implementregularriskmanagementreporting,monitoringandreviewaspartofitsriskmanagementframework;and• Identifychangestorisksoremergingrisks,takeactionsasappropriate,andpromptlybringthesetotheattentionoftheBoard.

The BHB’s Audit and Examination Committee assists the Board to review the adequacy and effectiveness of the systems of internal control and ensures that appropriate methods and procedures are in place to obtain the level of assurance required by the Board. The Corporate Governance and Internal Control Statements of the Group’s Islamic Banking and Takaful subsidiaries were approved by their respective Board Risk Committee, Audit and Examination Committee, and Board, as the case may be. Any material internal control deficiencies within BHB Group will be presented to the Audit and Examination Committee and Board through a Risk Management Dashboard reporting.

StAtEMENt ON risk ManageMent and

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kEy INtERNAL CONtROL StRuCtuRE

The key processes that the Board has established in reviewing the adequacy and effectiveness of the systems of internal control include the following:

• RiskManagementFramework

The Board has established an organisation structure and charter with clear defined lines of responsibility, authority limits and accountability in association with BHB Group’s business and operational requirements in order to maintain a sound control environment.

Risk management is considered as an integral part of BHB Group’s day-to-day operations whereby the assessment and management of risks may affect the achievement of BHB’s business objectives as well as to protect shareholders and stakeholders value. In line with Recommendation 6.1 of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”), risk management is embedded in the Group’s key processes and monitored through a Risk Management Dashboard (“RMD”) reporting tool. The Group’s major operating subsidiaries, namely Bank Islam Malaysia Berhad (“Bank Islam”), Syarikat Takaful Malaysia Berhad (“takaful Malaysia”) and BIMB Securities Sdn Bhd (“BIMB Securities”), reports risk reporting via the RMD on a quarterly basis.

Bank Islam and Takaful Malaysia, each has established a Board Risk Committee. Both Bank Islam and Takaful Malaysia have each respectively appointed Deputy Chief Risk Officers and Chief Risk Officer who responsible to monitor, assess and ensure the effective conduct of risk managementbasedonaRiskManagementFrameworkapprovedbytheBoard.

The Board’s oversight function on risk management function in BIMB Securities is performed by its Audit and Examination Committee.

In this regard, risk management practices are inculcated and embedded in the activities of the Group’s major operating subsidiaries, which amongst others, include the establishment of risk tolerance thresholds and Risk Appetite Statement that identifies, assesses and monitors the risks associated to the business of the subsidiaries.

The Board Risk Committee or the Audit and Examination Committee (as the case may be) will escalate and update the Board on any new regulatory or statutory requirement that would impact the Risk Management principles, policies, procedures and practices of the subsidiaries.

In addition to the policies and standard operating procedures and processes, BHB and the subsidiaries has also adopted the Code of Ethics and a Whistle Blowing Policy, as an avenue for employees to report actual or suspected malpractice, misconduct or violation of the BHB and subsidiaries’ policies and regulations.

• AuditandExaminationCommittee(“AEC”)

The AEC of BHB and its major operating subsidiaries review the adequacy of internal controls within the Company based on the assessment performed by the Internal Auditors. In addition, relevant matters pertaining to Internal Accounting Controls are also reported to the respective AECs on a quarterly basis. The AECs also review and assess the adequacy of scope and effectiveness of the internal as well as external audit functions.Fortheexternalauditors,theAECalsoassesstheirindependenceandthequalityoftheirresources.Theriskresponsesandinternalcontrols that the Management has initiated are documented and recorded in the minutes of the Board Risk Committee/AEC meetings.

Pursuant to Paragraph 15.17(f) of the Listing Requirements of Bursa Malaysia Securities Berhad, the BHB’s AEC had two (2) separate meetings with the external auditors, without the presence of any executive members of the Company, to discuss on any issues relating to BHB Group during the financial year ended 31 December 2014.

StAtEMENt ON risk ManageMent andinternal control


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• InternalAudit

The internal audit function for BHB and its subsidiaries (save for Takaful subsidiaries) is carried out by the Internal Audit Division of Bank Islam (“Internal Audit”). Through the internal audit function, assessment on compliance with policies and procedures and the effectiveness of the Group’s internal control systems is made. The Internal Audit undertakes regular reviews of BHB and its subsidiaries’ operations and business processes; examining and evaluating the adequacy and efficiency of financial and operating controls, and highlighting significant risks and non-compliance. Where applicable, Internal Audit will provide recommendations to improve on the management of risks, control and governance processes. The AEC regularly reviews the status of rectification actions on the findings or recommendations by the internal auditors.FurtherdetailsoftheactivitiesoftheinternalauditfunctionareprovidedintheBHB’sAECreport.

Internal audit is performed for all key Divisions in BHB Group, thus providing the respective AECs an independent assurance on the operational, financial, compliance and risk related activities within the Group. The risk-based internal audit plan is reviewed and approved by the respective AECs of the key subsidiaries. The respective AECs review the internal audit observations highlighted in the internal audit reports.

ForIslamicBankingandTakafulsubsidiaries,theinternalauditfunctioniscarriedoutbyitsownindependentinternalauditdepartment.Theinternal auditors reports directly to the respective AECs.

OtHER kEy ELEMENtS Of INtERNAL CONtROL

The other key elements of the internal control systems are described below:

• ManagementCommittee

The day-to-day operation of BHB is managed by the Chief Executive Officer (“CEO”) and assisted by the Management Committee (“MANCO”). The CEO is responsible in ensuring the operations of BHB are conducted in accordance with the corporate objectives of the Company, approved annual budget as well as approved policies and procedures.

The MANCO comprises the Heads of each Department who are principally responsible for the performance of their functions in their respective areas.

• StandardOperatingProcedures

Documented Standard Operating Procedures (“SOPs”) for all departments of BHB were approved by the MANCO and endorsed by BHB’s AEC. The SOP serves as a day-to-day operational guide to ensure compliance with financial and operational controls as well as the applicable laws and regulations. All SOPs are reviewed and updated regularly to reflect current risks, new regulatory requirements and the current operations.


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• HumanResourcesPoliciesandProcedures

The Human Resources SOP of BHB encompass areas of human resources management such as the recruitment of new employees based on “fitandproper”criteria,performanceappraisals,traininganddevelopment.

• AnnualBusinessPlanandBudgetingProcess

The Group’s annual budget is prepared based on the annual business plans of BHB’s operating subsidiaries. The budget and business plan is approved by the subsidiaries’ respective Boards and subsequently endorsed by BHB’s Board. Actual performances of the subsidiaries are reviewed against the targeted results on a quarterly basis allowing timely response and corrective actions to be taken to ensure the business targets are met.

The subsidiaries’ performances are assessed against the budget and business plan and key financial indicators.

• InformationTechnology(“IT”)System

IT iskey in supporting the serviceefficiencyand thedelivery systemsof theGroup.The ITRiskFrameworkwasdeveloped toensurethat risks are correctly identified and mitigated accordingly. BHB’s Islamic Banking and Takaful subsidiaries continue to upgrade their IT systems in order to enhance efficiency of their business operations and to facilitate the implementation of their risk-based capital frameworks. During the year under review, the subsidiaries have also undertaken a number of IT systems upgrade in view of new regulatory requirements,includingthePersonalDataProtectionAct2010,theIslamicFinancialServicesAct2013andtheGoodsandServicesTaxAct2014.

• PerformanceReview

The Board receives and reviews reports from the Management on the financial and operational performance, risk management as well as legal andregulatorymattersonaquarterlybasis.Furthermore,aquarterlyFinancialDashboardReportispresentedbytherespectiveCEOorChiefFinancialOfficersofthemajorsubsidiarieswithinBHBGroup,onprofitability,capitaladequacy,productivityandassetquality.

The actual performance of BHB and its operating subsidiaries are assessed against approved budgets and business plan, key financial indicators as well as comparison with the industry averages to identify significant deviations and gaps, for the respective Management to take remedial measures, where necessary.

ASSuRANCE fROM MANAGEMENt

TheBoardhasreceivedassurancefromBHB’sGroupCEOandtheGroupChiefFinancialOfficerthattheGroup’sriskmanagementandinternalcontrol systems are operating adequately and effectively, in all material aspects, during the financial year under review and up to the date of this Statement.

Taking into consideration the assurance from Management and the input from the relevant assurance providers, the Board is of the view that the systems of risk management and internal control are performing satisfactory and are adequate to safeguard the shareholders’ investments, customers’ interest and the Group’s assets. The Group will continue to implement new measures to strengthen the internal control and risk management environment.

StAtEMENt ON risk ManageMent andinternal control


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REvIEw Of tHE StAtEMENt By EXtERNAL AuDItORS

The external auditors have reviewed this Statement on Risk Management and Internal Control pursuant to the scope set out in Recommended Practice Guide (“RPG”) 5 (Revised), Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control included in the Annual Report issued by the Malaysian Institute of Accountants (“MIA”) for inclusion in the annual report of the Group for the financial year ended 31 December 2014. Based on the review conducted, the external auditors have reported to the Board that nothing has come to their attention that cause them to believe that the statement included in the annual report of the Group, in all material respects:

(a) has not been prepared in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, or

(b) is factually inaccurate.

RPG 5 (Revised) does not require the external auditors to consider whether the Directors’ Statement on Risk Management and Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s risk management and internal control system including the assessment and opinion by the Board of Directors and management thereon. The auditors are also not required to consider whether the processes described to deal with material internal control aspects of any significant problems disclosed in the annual report will, in fact, remedy the problems.


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ADDItIONAL coMpliance inforMation

1. SHARE BuyBACkS BHB did not purchase any of its own shares during the financial year ended 31 December 2014.

2. OPtIONS, wARRANtS OR CONvERtIBLE SECuRItIES BHBhadon11December2013issues426,715,958FreeDetachableWarrantspursuanttotheRenounceableRightsIssueof426,715,958new

ordinary shares of RM1.00 each in BHB in respect of the financial year ended 31 December 2013. Details of the warrant holdings is set out on page 233 of the Annual Report.

BHB had not issued any Options or any other convertible securities in respect of the financial year ended 31 December 2014.

3. AMERICAN DEPOSItORy RECEIPt (“ADR”) OR GLOBAL DEPOSItORy RECEIPt (“GDR”) BHB did not sponsor any ADR or GDR programme in the financial year ended 31 December 2014.

4. NON-AuDIt fEES The amount of non-audit fees paid/payable to the external auditors and their affiliated companies by BHB for the financial year ended

31 December 2014 is set out in Note 34 on page 162 of the Annual Report.

5. PROfIt GuARANtEE No profit guarantees were given by BHB during the financial year under review.

6. LISt Of PROPERtIES The list of properties is set out on pages 220 to 228 of the Annual Report.

7. MAtERIAL CONtRACtS INvOLvING DIRECtORS AND MAJOR SHAREHOLDERS SaveasdisclosedbelowandtherelatedpartytransactionsdisclosedinNote39oftheFinancialStatements,therewerenoothermaterial

contracts entered into by BHB and its subsidiary companies involving Directors and/or Major Shareholders’ interest either still subsisting at the end of the financial year or entered into since the end of the previous financial year.

(a) BHB,DubaiFinancialGroupLLC.(“DfG”) and Lembaga Tabung Haji (“tH”) had on 31 July 2013 entered into a sale and purchase agreement (as varied by the supplemental agreement dated 30 September 2013) for the acquisition of 690,196,000 ordinary shares of RM1.00 each in Bank Islam Malaysia Berhad (“Bank Islam”)heldbyDFG,representingapproximately30.47%oftheissuedandpaid-up share capital of Bank Islam; and the acquisition of 419,894,000 ordinary shares of RM1.00 each in Bank Islam held by TH, representingapproximately18.53%ofthetotalissuedandpaid-upcapitalofBankIslamforacashconsiderationofUSD550millionandtheRMequivalentofUSD334,603,069respectively.

(b) BHBhadon11September2013enteredintoaForeignExchangeForwardContractwithStandardCharteredSaadiqBerhadandTHforthepurchaseofuptoUSD550millionbyBHB.

(c) A Deed Poll dated 25 October 2013 was executed by BHB constituting the issuance of 426,715,958 free detachable warrants pursuant to the renounceable rights issue of 426,715,958 new ordinary shares of RM1.00 each in BHB (“Right Share”) together with 426,715,958 free detachable warrants.

(d) TH had on 31 July 2013 provided the undertaking in respect of the renounceable rights issue of 426,715,958 Rights Shares together with 426,715,958 Warrants at an issue price of RM4.25 per Rights Share on the basis of two (2) rights shares together with two (2) Warrants for every five (5) existing BHB shares held.

(e) TH had on 31 July 2013 provided an irrevocable written undertaking to subscribe for such portion of the sukuk issue not subscribed by the other investors (up to RM1.66 billion in nominal value) which had been accepted by BHB (as varied by an agreement letter dated 24 September 2013 between BHB and TH).


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8. IMPOSItION Of SANCtIONS AND/OR PENALtIES There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management arising from any

significant breach of rules/guidelines/legislation by the relevant regulatory bodies during the financial year under review.

9. vARIAtION IN RESuLtS There was no variation in results (differing by 10% or more) from any estimated profit forecast/projection in the unaudited results announced.

10. GENERAL MANDAtE BHB Group had at the last Annual General Meeting (“AGM”) obtained a general mandate from its shareholders to allow BHB and/or

its subsidiaries in their normal course of business, to enter into recurrent transactions of a revenue or trading nature with related parties (“RRPts”) which are necessary for its day-to-day operations, on terms not more favourable to the related party than those available in the general public and not to the detriment of minority shareholders. The RRPTs Mandate is valid until the conclusion of the forthcoming AGM of the Company. The Board proposes to seek the renewal of the existing RRPTs Mandate at the forthcoming 18th AGM of the Company which will be held on 14 May 2015 at 10.00 a.m. This Mandate, if approved by shareholders, would be valid until the conclusion of the next AGM of the Company in the year 2016.

Nature of transactions

Related Party/Principal Activities

Interested Director and/or Major Shareholders1

Actual value transacted

from 15 May 2014 (being the date

of the last AGM) to 31 March 20152

RM’000• 3Rental of

office premises payable by Bank Islam Malaysia Berhad (“Bank Islam”)toTH.

Lembaga tabung Haji (“tH”)TH is principally involved in providing pilgrimage management services, saving and depository services, investment holding and rental of buildings.

Interested Major Shareholder

TH is a major shareholder of BHB with 55.18% shareholding.

Interested Directors

(1) Tan Sri Ismee bin Ismail, being the Group Managing Director and Chief Executive Officer of TH is also a Director of BHB and Bank Islam. Tan Sri Ismee has no direct/indirect shareholding in TH, BHB or Bank Islam.

(2) Dato’ Johan bin Abdullah, the Deputy Group Managing Director and Chief Executive Officer of TH is also a Director of BHB and Bank Islam. Dato’ Johan has no direct/indirect shareholding in TH, BHB or Bank Islam.

(3) Tan Sri Samsudin bin Osman, Datuk Rozaida binti Omar and Puan Rifina binti Md Ariff are nominee Directors of TH and BHB. They have no direct/indirect shareholding in TH or BHB.

(4) Encik Zahari @ Mohd Zin bin Idris and Datuk Zaiton binti Mohd Hassan are Directors of Bank Islam and also Directors of BHB. They have no direct/indirect shareholding in Bank Islam or BHB.

(5) Dato’ Sri Zukri bin Samat, the Group Chief Executive Officer of BHB is also the Managing Director of Bank Islam. Dato’ Sri Zukri has no direct/indirect shareholding in BHB or Bank Islam.

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Nature of transactions

Related Party/Principal Activities

Interested Director and/or Major Shareholders1

Actual value transacted

from 15 May 2014 (being the date

of the last AGM) to 31 March 20152

RM’000• 3Rental of

office premises payable by Bank Islam to Takaful Malaysia.

Syarikat takaful Malaysia Berhad (“takaful Malaysia”) Takaful Malaysia is principally involved in family and general takaful business.


(1) Tan Sri Ismee bin Ismail is Chairman/Director of Takaful Malaysia. He is also a Director of Bank Islam and BHB. Tan Sri Ismee has no direct/indirect shareholding in Takaful Malaysia, Bank Islam or BHB.

(2) Dato’ Johan bin Abdullah, the Deputy Group Managing Director and Chief Executive Officer of TH is also a Director of Takaful Malaysia, BHB and Bank Islam. Dato’ Johan has no direct/indirect shareholding in TH, BHB or Bank Islam.

(3) Datuk Rozaida binti Omar is a Director of Takaful Malaysia and also a Director of BHB. She has no direct/indirect shareholding in Takaful Malaysia or BHB.

(4) Encik Zahari @ Mohd Zin bin Idris and Datuk Zaiton binti Mohd Hassan are Directors of Bank Islam and also Directors of BHB. They have no direct/indirect shareholding in Bank Islam or BHB.


2,402

• 3Rental of office premise payable by BHB to Bank Islam.

• 3Rental of office premise payable by Bank Islam to Syarikat Al-Ijarah Sdn Bhd (“SAISB”).

Bank IslamBank Islam is principally involved in the provision of Islamic banking and related activities based on the principles of Shariah.


(1) Tan Sri Ismee bin Ismail, Dato’ Johan bin Abdullah, Datuk Zaiton binti Mohd Hassan and Encik Zahari @ Mohd Zin bin Idris are Directors of BHB and also Directors of Bank Islam. They have no direct/indirect shareholding in Bank Islam or BHB.

(2) Encik Salih Amaran bin Jamiaan is a Director of BHB. He is also Chairman/Director of SAISB. Encik Salih has no direct/indirect shareholding in SAISB. As at 31 March 2015, he holds indirect interest of 20,000 shares in BHB.


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There is no amount due and owing to BHB by its related parties pursuant to the RRPTs.

Notes:1 The direct and indirect shareholdings of the related parties in BHB above are set out in Section 6 of the Circular to Shareholders dated

21 April 2015.2 The last practicable date before printing of the Circular is 31 March 2015.3 The rental sum of the properties was arrived at or estimated based on the on-going or expected market rate at the time the tenancy agreement

was or was to be executed. Details of the rental of office premises are set out in the Circular to Shareholders dated 21 April 2015.

responsibility - malaysiastock.biz kebajikan siti khadijah each received rm10,000 from takaful...

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