MEMBERS:

MAHALETCHUMY
PRIYA
VILASINI NARAYANAN
YAMINI

PBS1311005
PBS1311222
GM04966
PBS1311223

MALAYSIA AND CG

Source: http://www.thesundaily.my/node/293038

BACKGROUND
CIMB Groups roots can be traced back nearly 90
years (around 1920s)
Grown alongside ASEAN from a niche
merchant bank in Malaysia to a regional banking
powerhouse.

CORPORATE GOVERNANCE IN CIMB

Compliance with the Malaysian Code of Corporate Governance 2012
(MCCG 2012)
Adopts recommended principles and best practices of the ASEAN
Corporate Governance Scorecard (ASEAN CGS)
Ranked #2 amongst the Top 500 public listed companies in Malaysia in the
Malaysia-ASEAN Corporate Governance Index 2013 (published in Minority
Shareholder Watchdog Group (MSWG))
AWARDS AND RECOGNITION TO CIMB ON CORPORATE GOVERNANCE
Top five Overall Corporate Governance Award - MSWG
Top three Corporate Governance Transparency Award MSWG
Best Environmental, Social and Corporate Governance Award MSWG
Best for Shareholders Rights and Equitable Treatment in Malaysia
Asiamoney Corporate Governance Poll

DIRECTORS
CIMB Group is governed by a Board of Directors
who is accountable to stakeholders for the
strategic direction of CIMB Group and the pursuit
of value creation for Shareholders.
Board Composition and Balance

Dato' Sri Nazir Razak

Chairman / Non-Independent
Non-Executive Director

DIRECTORS
Directors Independence
The Board, in considering the independence of a Director, needs to also
determine that the Director does not have a material relationship with
CIMB Group, other than solely as a consequence of being a Director.
Additonal Criteria
1. The individual is free from any business or other relationship which
can materially pose any conflict of interest or interfere with the
exercise of Directors judgement or will be disadvantageous to
CIMB Group or CIMB Groups interest.
2. The individuals ability to provide objective challenges and
constructive feedback to Management, focusing on root cause of
issues and potential actions required to rectify the issues discussed;
and
3. The individuals readiness to challenge others assumptions, beliefs
or viewpoints for the good of CIMB Group.

COMPANY SECRETARY
Datin Rossaya Mohd Nashir - Group
Company Secretary.
Responsible for advising and
assisting the Board on matters
relating to the affairs of the
Company.
All Directors have access to the
advice and services of the Group
Company Secretary.
Facilitates the communication of key
decisions and policies between the
Board, Board Committees and
Senior Management.
CSs appointment and removal is a
matter reserved for the Board.

Company Secretary also undertakes

following roles in three main key areas:
SHAREHOLDER

BOARD

COMPANY

the

SHAREHOLDER

Assisting in managing
shareholders
communication and
resolving their
enquiries.

Organizing shareholders meeting

as well as the preparation of the
meetings agenda, invitation to
the meeting, documents required
for the meeting, the Annual
Report, and the minutes of the
meeting.

Managing relationship
with external
stakeholders.

COMPANY
Facilitating highest standards of
governance practices among
CIMB Group entities and
identifying areas for
enhancements.

Ensuring that CIMB Group

complies with the statutory
obligations under the relevant
laws and regulations.

Monitoring and ensuring that

CIMB Groups governance
framework complies with the
MCCG 2012, BNM/RH/GL 001-1,
the MMLR and the relevant
laws, regulations and guidelines.

Maintaining the safe keeping of

statutory records of the
companies within CIMB Group in
compliance with applicable laws
and regulations.

BOARD
Managing Board and
Shareholder
processes groupwide.

Ensuring procedures
for the appointment
of Directors is
adhered to.

Assisting Directors and Senior

Management in the execution
of various corporate proposals
by ensuring Board decisions
and instructions are properly
carried out and
communicated.

Organizing and
assisting in Directors
Training.

Point of contact for

Pointofofinformation
contact for in
source
source
of information
assisting
the Board inin
assisting
the Board in
its decision-making
its decision-making.
processes.

Organising induction
programmes for new
Directors.

Updating the Board of Directors on any developments and changes in

laws, regulations and guidelines pertaining to the statutory duties and
code of conduct of Directors, Boards and Shareholders Meetings, and
its impact to CIMB Groups business in the jurisdictions within which
CIMB Group operates.

AUDIT COMMITTE
The Audit Committee is chaired by Dato
Zainal Abidin Putih and the members are
Watanan
Petersik
and
Glenn
Muhammad Surya Yusuf, all of whom are
Independent Directors.
Main areas of oversight
Financial Reporting
Internal controls
Internal audit function
External audits of Oversight
The Audit Committee keeps the Board
informed of its activities and
recommendations from time to time.
External Auditors :
PricewaterhouseCoopers (PwC)

TOR OF AUDIT COMMITTEE

Internal controls/risk management/governance

Internal audit
External audit
Audit findings/internal control/compliance
Others

DISCLAIMER
All information stated in this presentation
regarding CIMB are taken from CIMB official
website and its Annual Report.
The SunDaily was referred and quoted.
This group SHALL not be responsible or held liable for any misconception or
confusion faced by the audience.

References
http://www.thesundaily.my/node/293038
http://www.cimb.com/en/who-we-are/overview/corporategovernance/directors.html
http://www.cimb.com/en/who-we-are/overview/corporategovernance/board-committees.html
http://www.cimb.com/en/who-we-are/overview/corporategovernance/accountability-and-audit.html
http://www.cimb.com/en/who-we-are/leadership/board-ofdirectors/cimb-group.html
http://www.cimb.com/content/dam/cimbgroup/pdf-files/annualreports/cimb_annual_report_2014.pdf
http://www.cimb.com/content/dam/cimbgroup/pdf-files/corporategovernance/Minutes_of_57th_AGM_2014_For_Publication.pdf