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v) To ensure regular independent audit of the
internal AML/CFT measures to determine
their effectiveness and compliance with
AMLATFA; and
vi) To ensure that proper training programs on AML/
CFT practices and measures for its employees
are sufficiently and appropriately conducted.
Board Composition and Balance
The Board, as at the date of this Statement, comprises
nine (9) Directors. Out of nine, six (6) are Independent
Non-Executive Directors, two (2) Non-Independent
Non-Executive Directors including nominee of Minister
of Finance (Incorporated) and Ministry of International
Trade and Industry and one (1) who is an Executive
Director (P/CEO).
The present composition of the Board is in compliance
with the BNM/RH/GL 005-14 as more than half of its
members are Independent Directors.
All Directors have the skills and experience in their
respective areas of expertise, which have contributed
significantly to the decision-making process of the
Board. The structure of EXIM Bank provides a clear
separation on functions, roles and responsibilities
between the Chairman of the Board and the P/CEO so
that no individual or group dominates the decision-
making process. A brief profile of each member of
the Board is presented on pages 028 to 036 of this
Annual Report.
Board Appointment Process
The appointment of all Directors to the Board is
set out in a formal and transparent procedure, the
primary responsibility of which has been delegated
to the Nomination Committee (NC) in compliance with
the BNM/RH/GL 005-14 and the Bank’s Articles of
Association. The selection of Directors, as affirmed by
the Board, is based on merit, and guided by the criteria
outlined in EXIM Bank’s Policy on Fit and Proper Criteria
(Fit and Proper Policy) Policy on the Appointment/
Reappointment of Chairman, Directors and P/CEO of
EXIM Bank.
The Board, assisted by the NC, considers the following
aspects in making the selection:-
1. Probity, personal integrity and reputation
The person must have the personal qualities such
as honesty, integrity, diligence, independence of
mind and fairness.
2. Competence and Capability
The person must have the necessary skills,
experience, ability and commitment to carry out
the role.
3. Financial Integrity
The person must manage his debts or financial
affairs prudently.
Board Meeting and Supply of Information
The Board meets at least once a month with additional
meetings convened as and when urgent issues
and important decisions are required to be taken
between the scheduled meetings to deliberate on,
inter alia, policy and strategic issues and review of
the financial performance as well as credit matters
of the Bank. During the financial year ended 31
December 2013, the Board met 16 times. All Directors
have complied with the requirement that Directors
must attend at least 75 per cent of Board meetings
held in the financial period in accordance with
BNM/RH/GL 005-14.
CORPORATEGOVERNANCE
DISCLOSUREREPORT
050
EXIM Bank Annual Report 2013