The Board of Directors comprises seven (7) non-executive directors of whom three (3) are independent non-executive directors and one (1) executive director. The Board, with a wide range of experience and knowledge, has been instrumental in the formulation and crafting of the Bank's vision and its strategic business direction.
The Board meets on a monthly basis, inter alia, to review the Bank's financial and business performance, to oversee the conduct of the Bank's business as well as to ensure that adequate internal control systems are in place. The Board met twelve (12) times in the financial year 2007.
The Board has also established the following Committees with specific functions, purpose and authority.
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BOARD RISK MANAGEMENT COMMITTEE (‘BRMC') |
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The BRMC which is chaired by an independent non-executive director, was established in March 2003 to ensure that the risk management policies and framework adequately protect the Bank against all relevant risks comprising credit risk, market risk, liquidity risk and operational risk which includes legal risk, regulatory risk and human resource risk.
The BRMC, which comprises three (3) Board members and scheduled to meet at least on a quarterly basis, met nine (9) times during the financial year 2007. The composition of the BRMC is as follows: |
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Ariffin bin Alias
Chairman |
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Raja Dato’ Seri Aman bin Raja Haji Ahmad |
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Larry Seow Thiam Fatt
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| ( ii ) |
AUDIT & EXAMINATION COMMITTEE ("AEC") |
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The AEC, established in March 1986, currently comprises three (3) members, of whom two (2) are independent non-executive directors. The Chairman of the AEC is an independent non-executive director. The AEC met ten (10) times in the financial year 2007. The composition of the AEC is as follows:
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Mr. Larry Seow Thiam Fatt
Chairman |
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Tunku Dato' Jaafar Laksmana bin Tunku Nong Jiwa
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Ariffin bin Alias
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| ( iii ) |
NOMINATING & REMUNERATION COMMITTEE ("NRC") |
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The NRC, which is chaired by an independent non-executive director, was established in March 2003 to provide a formal and transparent procedure in respect of the following :
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Appointment of directors and Chief Executive Officer (“CEO”);
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Assessment of effectiveness of individual directors, Board as a whole, Board's various Committees, performance of CEO and key senior management officer based on performance criteria approved by the Board;
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Development of remuneration policy for directors, CEO and key senior management officers and ensuring that compensation is competitive and consistent with the Bank's culture, objectives and strategy.
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The NRC, which comprises five (5) Board members and scheduled to meet at least on a quarterly basis, met six (6) times during the financial year 2007. The composition of the NRC is as follows: |
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Raja Dato’ Seri Aman bin Raja Haji Ahmad
Chairman |
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Tunku Dato’ Jaafar Laksmana bin Tunku Nong Jiwa |
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Ariffin bin Alias |
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Larry Seow Thiam Fatt
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Tan Sri Dato’ Lodin bin Wok Kamaruddin
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| ( iv ) |
BOARD CREDIT REVIEW COMMITTEE ("BCRC") |
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The BCRC was established in May 2005 to assist the functions of the Board in respect of its inherent authority over the debt and underwriting proposals, which are considered by the Credit Committee (“CC”).
The BCRC, which comprises four (4) Board members and scheduled to meet on a monthly basis, met nine (9) times during the financial year 2007. The composition of the BCRC is as follows: |
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Gen (R) Tan Sri Yaacob bin Mohd Zain
Chairman |
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Raja Dato’ Seri Aman bin Raja Haji Ahmad
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Ariffin bin Alias |
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Larry Seow Thiam Fatt
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| ( v ) |
BOARD STOCKBROKING COMMITTEE ('BSC') |
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The BSC, was established in November 2006 to assist the functions of the Board in providing oversight on the general conduct of the Stockbroking Division.
The BSC, which comprises four (4) Board members and scheduled to meet on a monthly basis, met eleven (11) times during the financial year 2007. The composition of the BSC is as follows:
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Tan Sri Dato' Lodin bin Wok Kamaruddin
Chairman |
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Larry Seow Thiam Fatt |
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Dato' Sri Abdul Hamidy Bin Abdul Hafiz |
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Maimoonah Binti Mohamed Hussain |
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| ( vi ) |
MANAGEMENT COMMITTEE (“MC”) |
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The MC, established in November 2003, comprises the Senior Management of the Bank, which reviews, deliberates and approves matters relating to business strategy, performance of the Bank, operational issues and financial position. The composition of the MC is as follows :
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Managing Director - Chairperson |
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Chief Operating Officer |
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Chief Financial Officer |
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Head, Stockbroking |
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Head, Corporate Finance |
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Head, Debt & Capital Markets
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Head, Treasury & Investments |
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Head, Business Development & Structured Lending |
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Head, Compliance & Supervision |
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Head, Corporate Strategy & Communications |
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Head, Stockbroking Operations |
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Head, Middle Office & Admin |
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Head, Corporate Services |
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| ( vii ) |
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The CC, previously known as the Management Credit Committee, was established in March 2003. The CC comprises the Senior Management of the Bank, which functions as the approving authority for credit and underwriting proposals as well as Treasury and Investment proposals. The composition of the CC is as follows : |
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Managing Director - Chairperson
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Chief Operating Officer
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Chief Financial Officer
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Head, Corporate Finance
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Head, Debt & Capital Markets
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Head, Business Development & Structured Lending
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Head, Loan Recovery & Supervision
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Head, Legal
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Head, Risk Management
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| ( viii ) |
ASSETS AND LIABILITIES COMMITTEE (“ALCO”)
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The ALCO which was established in May 2000, comprises the Senior Management of the Bank, which manages the Bank's overall policy in relation to its mixed of assets and liabilities in accordance with the strategic business plan. The composition of the ALCO is as follows :
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Managing Director - Chairperson
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Chief Operating Officer |
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Chief Financial Officer |
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Head, Stockbroking |
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Head, Treasury & Investments |
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Head, Corporate Finance |
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Head, Debt & Capital Markets |
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Head, Risk Management |
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Head, Business Development & Structured Lending |
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| ( ix ) |
LOAN RECOVERY & SUPERVISION COMMITEE (“LRSC”) |
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The LRSC, which was established in February 2005, comprises the Senior Management of the Bank with the objective of maximizing the Bank's recovery in respect of its non-performing loan assets in tandem with the principle of enhancing shareholders value and returns. The composition of the LRSC is as follows : |
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Managing Director - Chairperson
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Chief Operating Officer |
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Chief Financial Officer
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Head, Loan Recovery & Supervision
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Head, Legal
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Head, Risk Management
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Head, Business Development & Structured Lending
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| ( x ) |
INFORMATION TECHNOLOGY STEERING COMMITTEE ("ITSC") |
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The ITSC, previously known as the Information Technology Management Committee, was established in October 2005 with the objective of ensuring that IT related issues are addressed on timely basis as well as ensuring the implementation of good governance. The composition of the ITSC is as follows :
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Managing Director - Chairperson
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Chief Operating Officer
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Chief Financial Officer
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Head, Stockbroking
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Head, Treasury & Investments
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Head, Business Development & Structured Lending
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Head, Information Technology |
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Representatives from Group Internal Audit (non-voting member) |
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| ( xi ) |
SUBMITTING COMMITTEE (“SUBCOM”) |
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The SubCom was established in August 2006 to evaluate the submission documents to the Securities Commission and Bursa Securities Malaysia Berhad as well as public documents to be issued and to ascertain any compliance issues arising therein.
The composition of the SubCom is as follows :
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Managing Director - Chairperson |
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Chief Operating Officer |
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Head, Corporate Finance |
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Head, Debt & Capital Markets |
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Head, Compliance & Supervision |
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Head, Legal |
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Head, Risk Management |
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