AMMB Holdings Berhad GROWING
199101012723 (223035-V) TRUST CONNECTING PEOPLE AMMB Holdings Berhad 199101012723 (223035-V) (Incorporated in Malaysia)
22nd Floor, Bangunan AmBank Group No. 55, Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia Tel: 603-2036 2633 Fax: 603-2032 1914 ambankgroup.com GOVERNANCE AND FINANCIAL REPORTS 2020
AMMB Holdings Berhad 199101012723 (223035-V) GOVERNANCE AND FINANCIAL REPORTS 2020 We want to deliver the best banking experience possible for our customers. Which is why we are committed to building trusted relationships that last. With more than 40 years of expertise and over three million customers across Malaysia, we aim to connect our customers to better opportunities and help them achieve their financial goals. We help people buy new homes, grow their business, save, invest, receive better education and make plans for the future. As a bank for all Malaysians, we will continue to grow and progress with our customers, our people and the nation. We want to deliver the best banking experience possible for our customers. Which is why we are committed to building trusted relationships that last. With more than 40 years of expertise and over three million customers across Malaysia, we aim to connect our customers to better opportunities and help them achieve their financial goals. We help people buy new homes, grow their business, save, invest, receive better education and make plans for the future. As a bank for all Malaysians, we will continue to grow and progress with our customers, our people and the nation. About Our Report
AMMB Holdings Berhad’s Integrated Report (AmBank Group Integrated Report 2020) is our principal report and is supplemented by supporting online disclosures for our stakeholders. These disclosures include condensed financial statements for our quarterly and yearly performance.
AmBank Group Integrated Report 2020 Integrated Report Governance and Financial Reports
CONTENT CONTENT Provides a comprehensive overview of AmBank Group’s performance, including Provides detailed reporting of Corporate Governance Statements, as well as milestones and achievements for the 2020 financial year and its outlook for Financial Statements and the Audited Annual Financial Results for the 2020 financial FY2021. year and its outlook for FY2021.
REGULATIONS COMPLIED REGULATIONS COMPLIED • International Integrated Reporting Framework (IIRF) of the International • Securities Commission Malaysian Code on Corporate Governance 2017 Integrated Reporting Council (IIRC) • MMLR of Bursa Securities • Main Market Listing Requirements (MMLR) of Bursa Securities Malaysia Berhad • Corporate Governance Guide (3rd Edition) issued by Bursa Malaysia (Bursa Securities) • Companies Act 2016 • Corporate Governance Guide (3rd Edition) issued by Bursa Malaysia Berhad • Bank Negara Malaysia (BNM) Policy Documents and Guidelines (Bursa Malaysia) • Malaysian Financial Reporting Standards • Companies Act 2016 • International Financial Reporting Standards • Securities Commission Malaysian Code on Corporate Governance 2017 • Financial Services Act 2013 • Global Reporting Initiative (GRI) Standards • Islamic Financial Services Act 2013 • Limited Assurance by SIRIM QAS International Sdn Bhd
Online Version Cross References ambankgroup.com IR Tells you where you can find more GFR Tells you where you can find more Tells you where you can find more information within the Integrated information within the Governance and information online at ambankgroup.com Report 2020 (IR 2020) Financial Reports 2020 (GFR 2020)
AmBank Group Governance and Financial Reports 2020 The Governance Report provides detailed information on our comprehensive approach towards the creation and protection of value in all of the Group’s affairs and activities. The Financial Report elaborates on our financial performance during the financial year. Both reports cover the period of 1 April 2019 to 31 March 2020 (FY2020), unless indicated otherwise. What’s Inside This Report
Board Room, 26th Floor th Bangunan AmBank Group Thursday, Jalan Raja Chulan 10.00 a.m. 29 27 August 2020 Annual 50200 Kuala Lumpur General meeting Malaysia
About Our Report How We Are Structured Corporate Information
01 LEADERSHIP 03 PERFORMANCE REVIEW 05 PILLAR 3 DISCLOSURE 8 Profile of Directors 76 Group Financial Highlights 337 Scope of Application 16 Profile of Company Secretary 77 Five-Year Group Financial Summary 338 Capital Management 17 Profile of Group Senior Management 78 Financial Indicators 342 Capital Structure 25 Profile of Shariah Committee & Shariah 79 Simplified Group Statements of Financial 348 General Risk Management Oversight Committee Position 352 Credit Risk Management 80 Segmental Analysis 362 Credit Risk Exposure under Standardised 82 Group Quarterly Financial Performance Approach 02 GOVERNANCE FRAMEWORK 83 Key Interest Bearing Assets and Liabilities 367 Credit Risk Mitigation 26 Chairman’s Introduction to 84 Statement of Value Added 370 Off Balance Sheet Exposures and Corporate Governance 85 Capital Management Counterparty Credit Risk 27 Corporate Governance Overview Statement 85 Financial Calendar 373 Securitisation 39 Statement on Risk Management and 377 Operational Risk Internal Control 379 Market Risk Management 04 FINANCIAL STATEMENTS 41 Risk Management Committee Report 382 Equities (Banking Book Positions) 45 Audit and Examination Committee Report 87 Statement of Directors’ Responsibilities in 383 Liquidity Risk and Funding Management 50 Group Nomination and Respect of the Audited Financial Statements 384 Shariah Governance Structure Remuneration Committee Report 88 Directors’ Report 387 Profit Sharing Investment Account (“PSIA”) 60 Group Information Technology Committee 97 Statement by Directors Report 97 Statutory Declaration 66 Shariah Committee Report 98 Independent Auditors’ Report 06 ADDITIONAL INFORMATION 70 Investor Relations 104 Statements of Financial Position 388 Analysis of Shareholdings 75 Additional Disclosures 105 Statements of Profit or Loss 389 List of 30 Largest Shareholders 106 Statements of Comprehensive Income 391 Top Ten Properties of AmBank Group 107 Statements of Changes in Equity 110 Statements of Cash Flows 113 Notes to the Financial Statements 333 Appendix How We Are Structured as at 31 March 2020
AMMB HOLDINGS BERHAD (LISTED)
100% 100% 100% 100% 100% 100% 100% AmBank AmBank MBFC AMFB* AmInvestment AIGB AMAB Islamic Group Bank
100% 100% 70% 51% AMIL AMF* ARH AmGH
100% 100% 100% 100% MISSB AMNT* ARM AmGI
100% 100% 100% 50% -1 Share 20% MNT AMNA* AIM* AmMetL 20% 20% 100% 100% 50% +1 Share MTB AAMNT MVMI* AmMetT
100% 100% 80% APHSB AAMNA AmPE*
100% 100% 100% AmCSB AMSNT AMSH
100% 100% 100% 1 Share TOPSB AMSNA AMS*
100% 100% 100% -1 Share BDSB AFM AmCap (B)*
81.51% 100% MPSB AIFM
100% 100% AmPremier* AMR*
100% 100% AmMortgage AmFIPL*
100% KOMUDA*
26.73% AFR**
33.33% BLSB * Subsidiaries under liquidation ** Equity account companies with more than 20% shareholding are accounted for in this corporate structure
AMMB HOLDINGS BERHAD How We Are Structured as at 31 March 2020
Legend Company Principal Activities AMMB AMMB Holdings Berhad Investment Holding AMFB AMFB Holdings Berhad Dormant (In Members’ Voluntary Winding-Up) AmBank Islamic AmBank Islamic Berhad Islamic Banking AmBank AmBank (M) Berhad Commercial Banking AMIL AmLabuan Holdings (L) Ltd Investment Holding AmCSB AmCard Services Berhad Outsourcing Servicer for Mortgage Related Services AmPremier AmPremier Capital Berhad Dormant (In Members’ Voluntary Winding-Up) AmMortgage AmMortgage One Berhad Securitisation of Mortgage Loans MTB MBf Trustees Berhad Trustee Services MNT MBf Nominees (Tempatan) Sdn Bhd Nominee Services MISSB MBf Information Services Sdn Bhd Property Investment APHSB AmProperty Holdings Sdn Bhd Property Investment BDSB Bougainvillaea Development Sdn Bhd Property Investment MPSB Malco Properties Sdn Bhd Dormant TOPSB Teras Oak Pembangunan Sendirian Berhad Dormant KOMUDA Komuda Credit & Leasing Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AFR AmFirst Real Estate Investment Trust Investment in Real Estate BLSB Bonuskad Loyalty Sdn Bhd Managing Customer Loyalty Schemes AmInvestment Bank AmInvestment Bank Berhad Investment Banking AMF AmFutures Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AFM AmFunds Management Berhad Funds Management Including Management of Unit Trusts and Private Retirement Schemes AIFM AmIslamic Funds Management Sdn Bhd Islamic Fund Management Services and Distribution of Wholesale Funds AMNT AMMB Nominees (Tempatan) Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AMNA AMMB Nominees (Asing) Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AAMNT AM Nominees (Tempatan) Sdn Bhd Nominee Services AAMNA AM Nominees (Asing) Sdn Bhd Nominee Services AMSNT AMSEC Nominees (Tempatan) Sdn Bhd Nominee Services AMSNA AMSEC Nominees (Asing) Sdn Bhd Nominee Services AmFIPL AmFraser International Pte Ltd Dormant (In Members’ Voluntary Winding-Up) AMR AmResearch Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AIGB AmInvestment Group Berhad Investment Holding AmCap (B) AmCapital (B) Sdn Bhd Dormant (In Court Winding-Up) ARH AmREIT Holdings Sdn Bhd Investment Holding ARM AmREIT Managers Sdn Bhd Management of Real Estate Investment Trusts AMSH AmSecurities Holding Sdn Bhd Investment Holding AIM AmInvestment Management Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AmPE AmPrivate Equity Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AMS AMSEC Holdings Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) MVMI Malaysian Ventures Management Incorporated Sdn Bhd Dormant (In Members’ Voluntary Winding-Up) AMAB AMAB Holdings Sdn Bhd Investment Holding AmGH AmGeneral Holdings Berhad Investment Holding AMGI AmGeneral Insurance Berhad General Insurance AmMetL AmMetLife Insurance Berhad Life Assurance AmMetT AmMetLife Takaful Berhad Family Takaful MBFC MBF Cards (M’sia) Sdn Bhd Dormant
GOVERNANCE AND FINANCIAL REPORTS 2020 Corporate Information
BOARD OF DIRECTORS AUDIT AND EXAMINATION COMMITTEE RISK MANAGEMENT COMMITTEE
Seow Yoo Lin Dato’ Kong Sooi Lin 1 TAN SRI AZMAN HASHIM Chairman Chairman Chairman Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director Farina Binti Farikhullah Khan Graham Kennedy Hodges 2 Independent Non-Executive Director Non-Independent Non-Executive Director GRAHAM KENNEDY HODGES Non-Independent Non-Executive Director Dato’ Kong Sooi Lin Hong Kean Yong Independent Non-Executive Director Independent Non-Executive Director 3 SOO KIM WAI Non-Independent Non-Executive Director GROUP NOMINATION AND REMUNERATION GROUP INFORMATION TECHNOLOGY COMMITTEE COMMITTEE 4 VOON SENG CHUAN Voon Seng Chuan Hong Kean Yong Senior Independent Non-Executive Director Chairman Chairman Senior Independent Non-Executive Director Independent Non-Executive Director 5 SEOW YOO LIN Graham Kennedy Hodges Soo Kim Wai Independent Non-Executive Director Non-Independent Non-Executive Director Non-Independent Non-Executive Director
Soo Kim Wai Voon Seng Chuan 6 FARINA BINTI FARIKHULLAH KHAN Non-Independent Non-Executive Director Senior Independent Non-Executive Director Independent Non-Executive Director Farina Binti Farikhullah Khan Independent Non-Executive Director GROUP COMPANY SECRETARY 7 HONG KEAN YONG Independent Non-Executive Director Seow Yoo Lin Koid Phaik Gunn Independent Non-Executive Director (MAICSA 7007433) 8 (SSM Practising Certificate No. 202008003140) DATO’ KONG SOOI LIN Chartered Secretary Independent Non-Executive Director
REGISTERED OFFICE PRINCIPAL BANKER WEBSITE
22nd Floor, Bangunan AmBank Group AmBank (M) Berhad ambankgroup.com No. 55, Jalan Raja Chulan 50200 Kuala Lumpur REGISTRAR STOCK EXCHANGE LISTING Malaysia Tel : +603-2036 2633 Boardroom Share Registrars Sdn Bhd Listed on the Main Market of Fax : +603-2032 1914 11th Floor, Menara Symphony Bursa Malaysia Securities Berhad No. 5, Jalan Prof. Khoo Kay Kim Listing Date : 13 February 1992 Seksyen 13, 46200 Petaling Jaya Stock Name : AMBANK AUDITORS Selangor Darul Ehsan Stock Code : 1015 Messrs Ernst & Young PLT Malaysia 202006000003 (LLP0022760-LCA) & AF 0039 Tel : +603-7890 4700 Chartered Accountants Fax : +603-7890 4670 INVESTOR RELATIONS Level 23A, Menara Millenium Email : BSR.Helpdesk boardroomlimited.com @ [email protected] Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur Malaysia
AMMB HOLDINGS BERHAD GOVERNANCE AND FINANCIAL REPORTS 2020 8 Profile of Directors
Malaysian Male 81 Years Old 15 August 1991 29 Years
TAN SRI AZMAN HASHIM Chairman Non-Independent Non-Executive Director
QUALIFICATIONS • Fellow Chartered Banker (FCB) • Chartered Accountant (FCPA) • Fellow, Institute of Chartered Accountants • Fellow, Institute of Chartered Secretaries and Administrators
DIRECTORSHIP(S) IN LISTED ISSUERS None
EXPERIENCE DECLARATION
• Tan Sri Azman Hashim has been in the banking industry since 1960 when he joined He does not have any conflict of interest or any family relationship with any other Director Bank Negara Malaysia. He practised as a Chartered Accountant in Azman Wong Salleh and/or major shareholders of the Company except as follows: and Co. from 1964 to 1971. He was on the board of Malayan Banking Berhad from • Director and substantial shareholder of Amcorp Group Berhad, which in turn is a 1966 to 1980 and was its Executive Director from 1971 until 1980. He was the substantial shareholder of AMMB Holdings Berhad (AMMB), and being a director of Executive Chairman of Kwong Yik Bank Berhad, a subsidiary of Malayan Banking Clear Goal Sdn Bhd, his family company which is deemed a substantial shareholder of Berhad, from 1980 until 1982 when he acquired AmInvestment Bank Berhad. AMMB by virtue of its interest in Amcorp Group Berhad. • Tan Sri Azman is the Non-Independent Non-Executive Chairman of AmGeneral Holdings Berhad and AmInvestment Group Berhad, both of which are subsidiaries of He has not been convicted for any offence within the past five years nor has he been the Company. He is also the Executive Chairman of Amcorp Group Berhad. imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020. • Tan Sri Azman is Chairman of the Asian Institute of Chartered Bankers, Asian Banking School Sdn Bhd, Malaysia South-South Corporation Berhad, Financial Industry Collective Outreach (FINCO), Universiti Teknologi Malaysia – Azman Hashim International Business School Advisory Council and Chairman Emeritus of Pacific Basin Economic Council (PBEC). • He is the President of Malaysia South-South Association, Malaysia-Japan Economic Association, Malaysian Prison FRIENDS Club and a Member of the East Asia Business Council. He is also the Leader of the ASEAN Japan Business Meeting (Malaysia Committee, Keizai Doyukai). He is the Pro-Chancellor of Open University of Malaysia and University Malaysia Sabah and a Member of the Academic Advisory Council, Universiti Teknologi Petronas. • Tan Sri Azman is also involved in several charitable organisations as Chairman and Trustee of AmGroup Foundation and Perdana Leadership Foundation and Trustee for Yayasan Azman Hashim, Yayasan Tuanku Najihah and Yayasan Canselor Open University Malaysia.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 9 Profile of Directors
Australian Male 65 Years Old 30 June 2016 4 Years
GRAHAM KENNEDY HODGES Non-Independent Non-Executive Director
MEMBERSHIP OF BOARD COMMITTEES • Member of the Company’s Risk Management Committee • Member of the Company’s Group Nomination and Remuneration Committee
QUALIFICATIONS • Bachelor of Economics (Hons), Monash University, Australia.
DIRECTORSHIP(S) IN LISTED ISSUERS None
EXPERIENCE DECLARATION
• Graham Kennedy Hodges was appointed the Deputy Chief Executive Officer of He does not have any conflict of interest or any family relationship with any other Director Australia and New Zealand Banking Group Limited (ANZ) in May 2009, and had and/or major shareholders of the Company except as follows: stepped down from the role effective May 2018. Prior to that, he was the Chief • Board representative of Australia and New Zealand Banking Group Limited, which is Executive Officer and a director of ANZ National Bank Limited responsible for the deemed a substantial shareholder of AMMB by virtue of its interest in ANZ Funds Pty running of ANZ Group’s New Zealand business. Ltd, a substantial shareholder of AMMB. • Mr. Hodges has held the position of Group Managing Director, Corporate and various He has not been convicted for any offence within the past five years nor has he been other roles in Corporate and Business Banking. He joined ANZ in 1991 and was imposed of any public sanction or penalty by any relevant regulatory bodies during the appointed Chief Economist in 1992, a post he held for three years. financial year ended 31 March 2020. • Before ANZ, Mr. Hodges spent several years with the International Monetary Fund in Washington DC and nine years in Commonwealth Treasury in Canberra.
• Mr. Hodges is an Independent Non-Executive Chairman of Regis Healthcare Limited, a healthcare company listed on the Australian Securities Exchange.
• Mr. Hodges is also a Non-Executive Director of Assemble Communities Pty Ltd, a business focused on development of affordable housing in Australia.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 10 Profile of Directors
Malaysian Male 59 Years Old 4 October 2002 17 Years
SOO KIM WAI Non-Independent Non-Executive Director
MEMBERSHIP OF BOARD COMMITTEES • Member of the Company’s Group Nomination and Remuneration Committee • Member of the Company’s Group Information Technology Committee
QUALIFICATIONS • Member, Malaysian Institute of Accountants • Member, Malaysian Institute of Certified Public Accountants • Fellow, Certified Practising Accountant, Australia • Fellow, Association of Chartered Certified Accountants, United Kingdom
DIRECTORSHIP(S) IN LISTED ISSUERS • Director, RCE Capital Berhad • Director, Amcorp Properties Berhad
EXPERIENCE DECLARATION
• Soo Kim Wai is currently the Group Managing Director of Amcorp Group Berhad. He He does not have any conflict of interest or any family relationship with any other Director joined Amcorp Group Berhad in 1989 as Senior Manager, Finance, and has since held and/or major shareholders of the Company except as follows: various positions before he was promoted to his current appointment. Prior to that, he • Group Managing Director of Amcorp Group Berhad, which is a substantial shareholder was with Plantation Agencies Sdn Bhd from 1985 to 1989, and in the accounting of AMMB. profession for five years with Deloitte KassimChan from 1980 to 1985. He has not been convicted for any offence within the past five years nor has he been • Mr. Soo sits on the board of some private limited companies and foreign companies. imposed of any public sanction or penalty by any relevant regulatory bodies during the He also serves as Non-Independent Non-Executive Chairman of AmREIT Managers Sdn financial year ended 31 March 2020. Bhd, the Manager of AmFirst Real Estate Investment Trust. He is also the Non- Independent Non-Executive Chairman of AmREIT Holdings Sdn Bhd.
• Mr. Soo is also a Non-Independent Non-Executive Director of AmBank (M) Berhad, a wholly-owned subsidiary of the Company.
• In March 2020, Mr. Soo was appointed as a Non-Independent Non-Executive Director of Amcorp Global Ltd (formerly known as TEE Land Limited), a subsidiary of Amcorp Group Berhad, listed on the mainboard of the Singapore Stock Exchange.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 11 Profile of Directors
Malaysian Male 61 Years Old 18 June 2015 5 Years
VOON SENG CHUAN Senior Independent Non-Executive Director
MEMBERSHIP OF BOARD COMMITTEES • Chairman of the Company’s Group Nomination and Remuneration Committee • Member of the Company’s Group Information Technology Committee
QUALIFICATIONS • Bachelor of Science (Honours) in Mathematics, University of Malaya
DIRECTORSHIP(S) IN LISTED ISSUERS • Director, Mesiniaga Berhad
EXPERIENCE DECLARATION
• Voon Seng Chuan has been part of the Information Technology (IT) industry for about He does not have any conflict of interest or any family relationship with any other Director three decades. In April 2008, he joined the IBM Quarter Century Club reflecting his 25 and/or major shareholders of the Company. years of service in IBM. He retired from IBM in March 2010. He has not been convicted for any offence within the past five years nor has he been • In his 27 years of service with IBM, he held a number of roles delivering all aspects of imposed of any public sanction or penalty by any relevant regulatory bodies during the IT products and services for clients in all industry segments in Malaysia and the Asia financial year ended 31 March 2020. Pacific region. His last role in IBM prior to his retirement was Director for Mid-Market Segment in Asia Pacific.
• From 2000 to 2006, Mr. Voon was the Managing Director for IBM Malaysia and Brunei. Mr. Voon responded to the Malaysian Government’s call to transform the nation into an international shared services and outsourcing hub by leading IBM’s investment in seven regional centres/operations in Malaysia. In doing so, IBM is well positioned to transfer best practices and high-skilled expertise to the country.
• In 2013, Mr. Voon was recognised with the “Outsourcing Leader of the Year” award by Outsourcing Malaysia. He was also a Council Member of PIKOM (National ICT Association of Malaysia) from 1994/1995 and 1999/2000.
• Mr. Voon is also an Independent Non-Executive Chairman of AmBank (M) Berhad, a wholly-owned subsidiary of the Company.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 12 Profile of Directors
Malaysian Male 64 Years Old 30 June 2016 4 Years
SEOW YOO LIN Independent Non-Executive Director
MEMBERSHIP OF BOARD COMMITTEES • Chairman of the Company’s Audit and Examination Committee • Member of the Company’s Group Nomination and Remuneration Committee
QUALIFICATIONS • Certified Public Accountant • Master of Business Administration, International Management Centre, Buckingham, United Kingdom • Member, Malaysian Institute of Accountants • Member, Malaysian Institute of Certified Public Accountants • Member, Malaysian Institute of Management
DIRECTORSHIP(S) IN LISTED ISSUERS • Director, Southern Steel Berhad • Director, Hume Industries Berhad
EXPERIENCE DECLARATION
• Seow Yoo Lin joined KPMG Malaysia in 1977 and qualified as a Certified Public He does not have any conflict of interest or any family relationship with any other Director Accountant in 1980. In 1983, he was seconded to KPMG United States to gain and/or major shareholders of the Company. overseas experience, specialising in banking assignments. He returned in 1985 and was admitted as Partner in 1990. He has not been convicted for any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the • He has been the audit partner on a wide range of companies including public listed financial year ended 31 March 2020. companies and multinationals in banking and finance, manufacturing, trading and services. In addition, he held various leadership roles including those of Human Resource Partner, Partner in charge of Financial Services and a member of the KPMG Asia Pacific Board.
• He was a member of Executive Committee of the Malaysian Institute of Certified Public Accountants from 2009 to 2011 and a Council member of the Malaysian Institute of Accountants from 2007 to 2011. He was the Managing Partner of KPMG Malaysia from 2007 to 2010. He retired from the firm in 2011.
• Mr. Seow is also an Independent Non-Executive Director of AmInvestment Bank Berhad, a wholly-owned subsidiary of the Company.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 13 Profile of Directors
Malaysian Female 48 Years Old 8 August 2017 3 years
FARINA BINTI FARIKHULLAH KHAN Independent Non-Executive Director
MEMBERSHIP OF BOARD COMMITTEES • Member of the Company’s Audit and Examination Committee • Member of the Company’s Group Nomination and Remuneration Committee
QUALIFICATIONS • Bachelor of Commerce in Accounting, University of New South Wales, Australia • Fellow, Institute of Chartered Accountant Australia and New Zealand • Advanced Management Program, Harvard Business School, United States of America
DIRECTORSHIP(S) IN LISTED ISSUERS • Director, Petronas Gas Berhad • Director, KLCC Property Holdings Berhad • Director, Icon Offshore Berhad
EXPERIENCE DECLARATION
• Farina binti Farikhullah Khan has over 25 years of working experience, predominantly She does not have any conflict of interest or any family relationship with any other in oil and gas industry. Director and/or major shareholders of the Company. • She started out her career in 1994 with Coopers & Lybrand, Australia in the Business She has not been convicted for any offence within the past five years nor has she been Services unit for three years. imposed of any public sanction or penalty by any relevant regulatory bodies during the • In 1997, Farina returned to Malaysia to join Petroliam Nasional Berhad (PETRONAS) in financial year ended 31 March 2020. the Corporate Planning and Development Division where she started as an executive and in the ensuing years until 2005, she held various positions including Senior Manager (Strategy and Portfolio) in Group Strategic Planning of PETRONAS. • She subsequently assumed the position of Chief Financial Officer of PETRONAS Carigali Sdn Bhd, one of the largest subsidiaries of PETRONAS with operations in over 20 countries, from 2006 to 2010. She then served as the Chief Financial Officer at PETRONAS Exploration and Production Business, the largest arm of PETRONAS Business, from mid-2010 until 2013, where the business included both PETRONAS Carigali Group of Companies as well as the Petroleum Management Unit of PETRONAS. • Prior to leaving PETRONAS Group at the end of 2015 to pursue her other interests, Farina was the Chief Financial Officer of PETRONAS Chemical Group Berhad, the largest listed entity of PETRONAS, for two years. • Farina had also previously served on the Board of various PETRONAS entities, such as Progress Energy Canada Ltd as well as a number of PETRONAS joint venture entities with foreign partners. • She is also an Independent Non-Executive Director of AmBank Islamic Berhad, a wholly-owned subsidiary of the Company. • She is an Independent Non-Executive Director of KLCC REIT Management Sdn Bhd, the Manager of KLCC Real Estate Investment Trust.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 14 Profile of Directors
Malaysian Male 57 Years Old 10 October 2019 Less than 1 Year
HONG KEAN YONG Independent Non-Executive Director
MEMBERSHIP OF BOARD COMMITTEES • Chairman of the Company’s Group Information Technology Committee • Member of the Company’s Risk Management Committee
QUALIFICATIONS • Bachelor of Engineering (Hons) in Electrical and Electronics Engineering, University of Malaya
DIRECTORSHIP(S) IN LISTED ISSUERS • Director, Time Dotcom Berhad
EXPERIENCE DECLARATION
• Mr. Hong was the Senior Vice President of Strategic Planning and Technology Advisor He does not have any conflict of interest or any family relationship with any other Director at Taylors Education Group from April 2011 until June 2018, where his primary and/or major shareholders of the Company. responsibility was to advise the Group Chief Executive Officer on adoption of information technology in the various operating divisions and provide oversight of Chief Information He has not been convicted for any offence within the past five years nor has he been Officer of Higher Education Division. imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020. • Prior to that, Mr. Hong was the Group Chief Information Officer for Hong Leong Financial Group Berhad from April 2008 to March 2011. He was responsible for the Group IT Strategy and IT Oversight of all subsidiary companies. He played an important role in setting the IT Vision and Mission and the synergies in the application of technology to enable business, including the IT architecture, design and development across the financial services group.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 15 Profile of Directors
Malaysian Female 59 Years Old 30 October 2019 Less than 1 Year
DATO’ KONG SOOI LIN Independent Non-Executive Director
MEMBERSHIP OF BOARD COMMITTEES • Chairman of the Company’s Risk Management Committee • Member of the Company’s Audit and Examination Committee
QUALIFICATIONS • Bachelor of Commerce (Honours), University of New South Wales, Australia • Fellow, Certified Practising Accountant, Australia • Chartered Banker, Asian Institute of Chartered Bankers • Chartered Accountant, Malaysian Institute of Accountants
DIRECTORSHIP(S) IN LISTED ISSUERS • Director, Eco World International Berhad
EXPERIENCE DECLARATION
• Dato’ Kong has over 30 years of investment banking experience and has extensive She does not have any conflict of interest or any family relationship with any other equity and debt transaction expertise, having advised on numerous highly profiled and Director and/or major shareholders of the Company. industry-shaping corporate exercises in Malaysia and Asia Pacific. She has not been convicted for any offence within the past five years nor has she been • Dato’ Kong began her career with Ernst & Whinney (now known as Ernst & Young) and imposed of any public sanction or penalty by any relevant regulatory bodies during the Arthur Anderson & Co. and then joined Bumiputra Merchant Bankers Berhad under financial year ended 31 March 2020. Corporate Banking in 1989.
• In 1994, she joined CIMB Investment Bank Berhad (CIMB Investment Bank) and has been with CIMB Group Holdings Berhad (CIMB Group) for 25 years until her retirement from CIMB Investment Bank as its Chief Executive Officer in March 2019. Throughout her tenure with CIMB Group, Dato’ Kong has contributed significantly to entrenching CIMB as one of the top investment banking houses domestically and across ASEAN.
• Dato’ Kong has held various capacities within CIMB Group. Her roles include Group Head of Investment Banking Division for the Asia Pacific region, Group Head of Private Banking, Head of Senior Bankers Group, Chairperson of CIMB Private Limited Sri Lanka and Commissioner on the Board Commissioners of CIMB Securities Indonesia.
• Dato’ Kong is also an Independent Non-Executive Director of AmInvestment Bank Berhad, a wholly-owned subsidiary of the Company.
• She is a Director of Malaysia Venture Capital Management Berhad.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 16 Profile of Company Secretary
KOID PHAIK GUNN Group Company Secretary
Malaysian Female 54 Years Old 9 March 2010 10 Years
Qualification(s) • Fellow, Institute of Chartered Secretaries and Administrators (ICSA) • Bachelor of Law, University of London, United Kingdom
Directorship(s) in Listed Issuers None
Experience • Koid Phaik Gunn has more than three decades of experience in corporate secretarial practice. Ms. Koid joined AmBank Group in 1993 as Company Secretary of AmSecurities Sdn Bhd, then the stockbroking arm of AmBank Group.
• In 2004, she moved to the Group Legal and Company Secretarial Department as Deputy Group Company Secretary. She has been the Group Company Secretary of AmBank Group since 2009.
• Prior to joining AmBank Group, Ms. Koid was in company secretarial practice for nine years.
Declaration She does not have any conflict of interest or any family relationship with any other Director and/or major shareholders of the Company.
She has not been convicted of any offence within the past five years nor has she been imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 17 Profile of Group Senior Management
DATO’ SULAIMAN BIN MOHD TAHIR JAMIE LING Group Chief Executive Officer Group Chief Financial Officer AmBank Group AmBank Group
Malaysian Male 57 Years Old 23 November 2015 Malaysian Male 51 Years Old 1 June 2017
Qualification(s) Qualification(s) • Bachelor of Accounting, RMIT University Australia • Bachelor of Arts (Honours) in Economics and Accounting, University of Newcastle Upon • Chartered Banker, Asian Institute of Chartered Banker Tyne, United Kingdom • Fellow, Institute of Chartered Accountants England and Wales, United Kingdom Responsibilities • Member, Association of Chartered Certified Accountants Dato’ Sulaiman bin Mohd Tahir, the Group Chief Executive Officer of AmBank Group, • Alumni, Executive Management Programmes of Templeton College, Oxford University, oversees the management of all Group businesses, to ensure sustainable growth and and INSEAD long-term value creation for shareholders, customers, employees and other stakeholders. Responsibilities Experience Jamie Ling, as the Group Chief Financial Officer, manages the full spectrum of AmBank With a wealth of experience backed by more than three decades of spearheading growth Group’s finance. He assumes the responsibility of overseeing the Group’s financial strategy in the Malaysian banking industry, Dato’ Sulaiman has introduced a new paradigm at and implementation, as well as the Group’s business strategy. AmBank Group through transformational efforts premised on innovation. Experience With a strong commitment to embracing digital advances in the banking industry, Dato’ Jamie has garnered more than two decades of regional and international banking Sulaiman has put in place multiple initiatives to accelerate the Group’s digital transformation experience across Asia and Europe. His in-depth commercial and financial experience and ensure AmBank is at the forefront of digital adoption. covers key roles held in treasury, finance, risk management, and sales in international banking institutions. Thanks to Dato’ Sulaiman’s leadership and the strong AmBank talent pool, today, the Group is an award-winning bank delivering leading-edge banking solutions as well as an After being qualified as a Chartered Accountant in London, Jamie joined HSBC Bank’s enhanced customer experience as a result of its transformation. headquarters in London before moving into Standard Chartered Bank where he was responsible for leadership roles in Malaysia, the United Kingdom, and North East Asia. Dato’ Sulaiman started out his career with an accounting firm, which later became Jamie was the Regional Chief Financial Officer of Standard Chartered Bank for Greater PricewaterhouseCoopers, before joining the Bank of Commerce in 1987. Dato’ Sulaiman China and North East Asia, managing the finance function of offices in Hong Kong, Taiwan, has held various key positions in an ASEAN bank before joining AmBank Group. China, South Korea, and Japan. He also served as a Board member and Finance Director of Standard Chartered (Hong Kong) Limited, where Hong Kong was the largest market of Directorship(s) In Listed Issuers the group. None Directorship(s) In Listed Issuers Declaration None He does not have any conflict of interest or any family relationship with any other Director and/or major shareholders of the Company. He has not been convicted of any offence Declaration within the past five years nor has he been imposed of any public sanction or penalty by He does not have any conflict of interest or any family relationship with any other Director any relevant regulatory bodies during the financial year ended 31 March 2020. and/or major shareholders of the Company.
He has not been convicted of any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 18 Profile of Group Senior Management
RAJA TEH MAIMUNAH RAJA ABDUL AZIZ SEOHAN SOO Managing Director Chief Executive Officer* Wholesale Banking, AmBank Group AmInvestment Bank Berhad
Malaysian Female 52 Years Old 7 February 2017 Malaysian Male 53 Years Old 1 July 2018
Qualification(s) Qualification(s) • Bachelor of Laws LLB (Honours), University of East London, United Kingdom • Bachelor of Laws, University of Warwick, United Kingdom • Honorary Doctors of Law, University of East London, United Kingdom • Masters of Laws, University of Cambridge, United Kingdom • Chartered Banker, Asian Institute of Chartered Banker • Barrister-at-Laws, Lincoln’s Inn, London, United Kingdom • Chartered Professional in Islamic Finance, Chartered Institute of Islamic Finance • Advocate and Solicitor of the High Court of Malaya Professionals Responsibilities Concurrent Roles As the Chief Executive Officer of AmInvestment Bank, Seohan is responsible for stewarding • Board Member and Board Risk Committee Member, Kumpulan Wang Persaraan the investment bank’s full range of integrated solutions and services, encompassing (Diperbadankan) corporate finance and M&A advisory, equity capital markets, debt and sukuk capital • Advisor, Islamic Banking and Finance, World Islamic, Economic Forum Foundation markets, as well as fund management, private banking and stockbroking services. Responsibilities He was instrumental in securing investment banking mandates for advisory/capital Raja Teh Maimunah spearheads the Group’s Wholesale Banking division encompassing markets with AmInvestment Bank being consistently top three in the Malaysia Bonds Group Treasury and Markets, Group Transaction Banking, Wholesale Banking Client League Tables over the last 17 years. Coverage, Corporate Banking and Credit Administration.
Experience Experience Raja Teh Maimunah carries more than 25 years’ experience in the banking industry with Seohan has more than 25 years of investment banking experience at both foreign and previous roles covering Investment Banking, Islamic Banking and Digital Banking. Her local banks. He has been instrumental in building AmBank’s leadership in fixed income expertise encompasses corporate and transaction banking, Islamic financing and covering debt origination, structuring, distribution and treasury markets. Under his investments, digital payment and collection solutions, equity and debt origination, equity stewardship, the Capital Markets Group has been at the forefront of innovation in the sales, mergers and acquisitions, proprietary investments, initial and secondary public bond and sukuk markets, spearheading major infrastructure development financing offerings, asset-based securitisation and debt restructuring and recovery. transactions such the MRT project, various power plants and tolled roads.
Prior to her current role, she was the Chief Executive Officer of AmInvestment Bank and AmInvestment Bank has been consistently ranked top three in the fixed income origination prior to that she was the Managing Director and Chief Executive Officer of Hong Leong and fund management businesses and has garnered more than 30 awards in 2019 Islamic Bank, as well as the Chief Operating Officer of Digital Innovations & Transaction conferred by The Asset, IFR Asia and RAM Ratings, amongst others. Banking of the Hong Leong Bank Group. The other roles she had held include Global Head, Islamic Markets at Bursa Malaysia Berhad; Chief Corporate Officer and Head, Seohan is a Council Member of the Malaysian Investment Banking Association, a Member International Business, Corporate and Investment Banking at Kuwait Finance House of Financial Markets Association Malaysia and an Associate Member of the Asian Institute (Malaysia); Senior Director at Bank Alkhair (Bahrain); Associate Director at CIMB Investment of Chartered Bankers. He also holds a Capital Market Services Representative’s License Bank and Senior Vice President, Investment Banking at RHB Investment Bank. She spent under the Capital Markets and Services Act 2007. her early years with KPMG Peat Marwick Consultants, before transitioning to the banking and finance industry. Directorship(s) In Listed Issuers Directorship(s) In Listed Issuers None None Declaration Declaration He does not have any conflict of interest or any family relationship with any other Director She does not have any conflict of interest or any family relationship with any other and/or major shareholders of the Company. Director and/or major shareholders of the Company. He has not been convicted of any offence within the past five years nor has any public She has not been convicted of any offence within the past five years nor has she been sanction or penalty been imposed against him by any relevant regulatory bodies during imposed of any public sanction or penalty by any relevant regulatory bodies during the the financial year ended 31 March 2020. financial year ended 31 March 2020. * Resigned effective 1 July 2020
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 19 Profile of Group Senior Management
AARON LOO CHRISTOPHER YAP HUEY WEN Managing Director Managing Director Retail Banking, AmBank Group Business Banking, AmBank Group
Malaysian Male 47 Years Old 1 September 2019 Malaysian Male 47 Years Old 2 February 2017
Qualification(s) Qualification(s) • Bachelor of Engineering in Computation with First Class Honours, Imperial College, • Bachelor of Science, Business Administration, St. Cloud State University, United States London of America • Master of Science in Advanced Computation, Imperial College, London. Responsibilities Responsibilities Christopher Yap steers AmBank Group’s Business Banking division with core focus on Aaron oversees AmBank Group’s Retail Banking division and is responsible for the development and execution of AmBank’s retail banking strategy encompassing both growing the Small and Medium-Sized Enterprises (SMEs) and Commercial Banking individuals as well as small businesses. His area of responsibility covers business and segments. He takes charge of strategy development and execution to expand the Group’s strategic planning, channel management, product development, customer experience and presence and market share in the entrepreneurial and SME sector through market- care as well as operations and credit management. responsive products, business efficiency solutions, and service excellence.
His current area of focus is to strengthen AmBank’s position in the affluent, mass affluent Over the past 3 years, Business Banking’s revenue has grown at a Compound annual and SME segments through development of integrated value propositions delivered via growth rate of 21.6%. enhanced channels both physical such as branches and relationship managers or virtual ones via digital banking and call centres. Experience He is also working on developing innovative new solutions for customers through Christopher Yap holds more than two decades of financial services experience, with a partnerships and alliances. major portion spent on commercial and SME segments. He began his career in trade services with Citibank Malaysia and was the Head of SME Banking at Alliance Bank where Experience he was instrumental in growing the bank’s SME business to a 25% share of the bank’s Aaron Loo is a veteran banker with more than 20 years of experience in the financial revenue. services sector. He started his career in McKinsey & Company before moving to the financial services industry where he held senior roles in CIMB, Alliance Bank, Standard Directorship(s) In Listed Issuers Chartered and OCBC Bank. None Aaron was most recently the Digital Transformation Officer working in OCBC’s head office Declaration in Singapore where he drove the digital transformation efforts for OCBC’s Malaysian franchise. Prior to that, Aaron was the Country Head of Retail Banking for Standard He does not have any conflict of interest or any family relationship with any other Director Chartered Bank Malaysia where he grew the Priority Banking and Retail SME businesses and/or major shareholders of the Company. whilst leading the Bank’s digital transformation programme. He has not been convicted of any offence within the past five years nor has he been Directorship(s) In Listed Issuers imposed of any public sanction or penalty by any relevant regulatory bodies during the None financial year ended 31 March 2020.
Declaration He does not have any conflict of interest or any family relationship with any other Director and/or major shareholders of the Company.
He has not been convicted of any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 20 Profile of Group Senior Management
EQHWAN MOKHZANEE BIN MUHAMMAD DATUK ISWARAAN SUPPIAH Chief Executive Officer Group Chief Operation Officer AmBank Islamic Berhad AmBank Group
Malaysian Male 44 Years Old 1 April 2015 Malaysian Male 56 Years Old 2 February 2017
Qualification(s) Qualification(s) • Bachelor of Economics (Hons), University of Cambridge, United Kingdom • Member, Malaysian Institute of Certified Public Accountants • Masters of Economics (Hons), University of Cambridge, United Kingdom • Member, Malaysian Institute of Accountants • Fellow, The Institute of Chartered Accountants in England and Wales (ICAEW) • Chartered Accountant, Malaysian Institute of Accountants (MIA) • Member, Financial Planning Association of Malaysia • Chartered Banker, Asian Institute of Chartered Bankers (AICB) • Chartered Professional in Islamic Finance, Chartered Institute of Islamic Finance Responsibilities Professionals (CIIF) Datuk Iswaraan Suppiah is in charge of both Group Information Technology and Operation Others (GIOD); and the Digital Banking divisions, mandated to institutionalise digitalisation and • Member, Industry Advisory Panel of Azman Hashim International Business School, information technology within the Group’s operations. He oversees and ensures, among Universiti Teknologi Malaysia (UTM) others, the effective rollout of the Group’s digital blueprint, AmDigital. • Professor of Practice, The International Centre for Education in Islamic Finance (INCEIF) (2019) Experience Responsibilities Datuk Iswaraan Suppiah has comprehensive experience in banking operations, equity, Eqhwan manages and oversees AmBank Islamic and is also responsible to chart its audit, and information services. His three-decade career began in audit with the strategic direction. accountancy firm Arthur Anderson, before joining the Bank of Commerce in 1991. He joined CIMB Securities subsequently in 1994 where he held various roles in operations, Experience equity risk, strategic risk and compliance. He became the Executive Director of Operations, Eqhwan has more than 20 years of corporate and financial services experience. He started prior to moving to the parent company, CIMB Merchant Bank, in 2000. his career with PricewaterhouseCoopers in London before joining the corporate advisory practice of PricewaterhouseCoopers in Kuala Lumpur. Datuk Iswaraan was appointed to Group Chief Information and Operations Officer for CIMB Prior to joining AmBank Islamic, Eqhwan worked with local and foreign banks, and in the Group, where he managed the bank’s digital transformation, information system and corporate sector, where he gained experience in inter alia business development, corporate banking operations across all businesses and geographies. His core emphasis centred on management, debt capital markets, corporate finance, corporate banking, financial advisory, real estate investment and international business. He has developed award-winning and digitalising the bank through strategic application of technology and innovation. innovative Islamic financial structures, and authored research papers on Islamic finance. Directorship(s) In Listed Issuers Eqhwan is the Chairman of the industry-level VBI Working Group to develop sectoral guides in relation to environmental and social risks. None
In 2019, Eqhwan was conferred the Best Islamic Banking CEO Malaysia Award by Global Declaration Banking & Finance Review. He was also named as the Islamic Banker of the Year 2019 by Global Islamic Finance Awards. He does not have any conflict of interest or any family relationship with any Director and/ or major shareholders of the Company. Directorship(s) In Listed Issuers None He has not been convicted of any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the Declaration financial year ended 31 March 2020. He does not have any conflict of interest or any family relationship with any other Director and/or major shareholders of the Company.
He has not been convicted of any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 21 Profile of Group Senior Management
FARADINA BINTI MOHAMMAD GHOUSE JEROEN THIJS Group Chief Compliance Officer Group Chief Risk Officer AmBank Group AmBank Group
Malaysian Female 50 Years Old 15 March 2016 Netherlands Male 53 Years Old 1 January 2017
Qualification(s) Qualification(s) • Chartered Banker • Masters of Business and Finance, Erasmus University Rotterdam, Netherlands • Bachelor of Management (Honours), University of Science, Malaysia Responsibilities Responsibilities Jeroen Thijs is charged with strategising, monitoring, identifying, and enforcing the Group’s Faradina binti Mohammad Ghouse is responsible for overseeing the Group’s compliance risk management framework to safeguard the Group’s financial, operational, market, and function and ensuring enterprise-wide compliance with all internal and external policies, reputational integrity. He also plays the crucial role of supporting the Group’s growth legal frameworks and regulations. Her role includes effective management of compliance strategy and endeavours by ensuring that sound risk practices and business outcomes are risk and reinforcement of ongoing efforts to uphold the highest standards of integrity achieved. across the Group’s businesses. Experience Experience Jeroen Thijs has worked across Asia and Europe in his over 28 years of experience in risk Faradina has 26 years of experience in the Malaysian, regional and global financial industry, management, corporate banking, structured finance, and treasury functions. Having covering Anti Money Laundering (AML) operations, audit, trade operations, and securities worked in Malaysia since 2009, he has garnered considerable exposure and insights into and fund services. She began her career as a dealer representative with a stockbroking the Malaysian conventional and Islamic banking models and risk landscape. firm, before joining Citibank Malaysia as a Management Associate. She then took on the role of Account Manager for Citigroup Securities & Fund Services Malaysia and was later Jeroen began his career as a credit analyst with Rabobank International in Singapore, promoted to Head of Operations, for Citigroup Securities & Fund Services and Trade before moving to senior roles with ABN AMRO Bank in Japan, Singapore, the Netherlands, Operations for Citibank Berhad. Following that she assumed the role of Audit Manager for and the United Kingdom. Prior to AmBank, he has held key roles in reputed banking Citigroup’s APAC Audit & Risk Review division based in Singapore. She then returned to institutions, including as Country Chief Risk Officer for OCBC Bank Malaysia and as Chief Malaysia as the Head of Operations for Citigroup’s AML Transaction Monitoring Operations Risk Officer for Bank Islam Malaysia. Hub, based in Kuala Lumpur. Prior to joining the AmBank Group, she was appointed Citigroup’s Global Head of Transaction Monitoring Standards and Training for AML Directorship(s) In Listed Issuers Operations. None
Directorship(s) In Listed Issuers Declaration None He does not have any conflict of interest or any family relationship with any other Director and/or major shareholders of the Company. Declaration She does not have any conflict of interest or any family relationship with any other He has not been convicted of any offence within the past five years nor has he been Director and/or major shareholders of the Company. imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020. She has not been convicted of any offence within the past five years nor has she been imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 22 Profile of Group Senior Management
PENELOPE GAN SHAMSUL BAHROM BIN MOHAMED IBRAHIM Group Chief Human Resource Officer Group Chief Internal Auditor AmBank Group AmBank Group
Malaysian Female 43 Years Old 1 March 2018 Malaysian Male 45 Years Old 25 September 2017
Qualification(s) Qualification(s)/Credential(s) • Bachelor of Commerce, University of Melbourne, Australia • Bachelor of Science (Honours) in Finance and Accounting, University of Salford, Manchester, United Kingdom Responsibilities • Masters of Business Administration, University of Strathclyde, Glasgow, Scotland Penelope Gan holds the important role of strategising, developing, and implementing • Chartered Banker, Asian Institute of Chartered Bankers AmBank Group’s human capital management to meet the organisation’s overall business • Certification for Bank Auditors (CBA), Asian Institute of Chartered Bankers objectives and transformation milestones. Some of the key aspects which falls under her • Qualified Risk Auditor (QRA), Institute of Enterprise Risk Practitioners purview include manpower planning, organisational and performance management, talent • Member, Institute of Internal Auditors (IIA), Malaysia development and succession management, engagement and change management, as • Member, Asian Institute of Chartered Bankers well as compensation. • Chairman of Chief Internal Auditors Networking Group, Asian Institute of Chartered Bankers (2019-2020) She provides strategic counsel and leadership on human capital issues and defines plans to enhance the bank’s human capital performance to the executive management team, Responsibilities shareholders, and the Board of Directors. Shamsul Bahrom bin Mohamed Ibrahim is tasked with providing insights into AmBank Group’s overall governance systems of internal control, and the corresponding compliance Experience culture within its business operations. The primary role of the Group Internal Audit function Penelope garnered more than two decades of experience covering the full spectrum of is to protect the assets, reputation and sustainability of AmBank Group and as the Group human resource function with tract record of leading organisational transformation and Chief Internal Auditor, Shamsul facilitates Board and Management oversight by ensuring the post-merger and acquisition turnaround programmes. She joined AmBank Group in effectiveness of the systems of internal control, including compliance with relevant laws and October 2014 as the Head of Group Rewards and Performance Management to drive regulations as well as recommending the required risk mitigation measures. market-competitive rewards and compensation practices. Experience Her role expanded to include Group Organisation Development in 2015, where she Shamsul has over 20 years of internal auditing experience, having joined AmBank Group helmed the Group’s Human Resources Center of Excellence. In this capacity, she renewed as an executive in 1999 and had rose through the ranks to lead the Group’s Internal Audit the Group’s talent and succession management, mapped the Group’s workforce of the Division. Throughout the years, he has headed the audit teams for various business units future blueprint, reenergise employee engagement programmes and kick started the within the Group. Prior to his current appointment, he was the Deputy Group Chief employee sustainability agenda, while supporting the occupational, health, safety and Internal Auditor and Portfolio Audit Head for Wholesale Banking, Markets, and Fund environmental agenda. Management Division. Shamsul is also the current Chairman of the Chief Internal Auditors Networking Group (CIANG), an expert networking group established by the Asian Institute Identified as one of the Group’s talent under the Leadership Enhancement and Acceleration of Chartered Bankers’ (AICB) to enhance the professionalism, effectiveness and importance Programme (LEAP), she was appointed Deputy Group Chief Human Resource Officer. of internal audit function in the financial services industry.
Directorship(s) In Listed Issuers Directorship(s) In Listed Issuers None None
Declaration Declaration She does not have any conflict of interest or any family relationship with any other He does not have any conflict of interest or any family relationship with any other Director Director and/or major shareholders of the Company. and/or major shareholders of the Company.
She has not been convicted of any offence within the past five years nor has she been He has not been convicted of any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020. financial year ended 31 March 2020.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 23 Profile of Group Senior Management
DEREK LLEWELLYN ROBERTS RAMZI ALBERT TOUBASSY Chief Executive Officer Chief Executive Officer AmGeneral Insurance Berhad AmMetLife Insurance Berhad
Australian Male 48 Years Old 17 September 2014 United States Male 52 Years Old 19 September 2014
Qualification(s) Qualification(s) • Bachelor of Business Science, University of Cape Town • Bachelor of Arts in Political Science, Georgia State University, United States of America • Postgraduate Diploma in Accounting, University of Cape Town • Masters of Arts in International Relations, Georgia State University, United States of • South African Institute of Chartered Accountants (SAICA) America
Responsibilities Responsibilities Derek is responsible for delivering the strategic growth, direction, distribution and Ramzi Albert Toubassy is responsible for shaping the transformational growth of the performance of the general insurance business of AmBank Group. AmMetLife business in Malaysia to deliver sustainable profitability and shareholder return, while ensuring operational efficiency and product innovation in the highly competitive Experience insurance industry in Malaysia. Derek holds more than 17 years of experience in the insurance and financial sector with previous tenures in South Africa, the United States, the United Kingdom, Australia, and Experience Malaysia. Before his appointment as the Chief Executive Officer of AmGeneral Insurance, Ramzi has wide-ranging expertise in the insurance industry with over 24 years of his extensive and proven hands-on knowledge in the insurance industry landed him the experience encompassing key roles in globally reputed insurance companies. He began role of leading a large-scale transformation programme within the claims operation of his insurance career in 1996 with American International Group (AIG), before joining Insurance Australia Group’s (IAG) Direct Insurance Division in Australia. MetLife in 2012 and became the Head of Face-to-Face Distribution for the European, Middle Eastern, and African markets. Derek’s notable prior positions include Chief Financial Officer of a joint venture within IAG and the Head of Short Tail Claims for Direct Insurance, IAG, a member of the General He also served in AIA for a period of eight years prior to joining MetLife, where he held Insurance Association of Malaysia (PIAM) Management Committee, as well as Chairman of key leadership roles including Deputy Chief Agency Officer in Hong Kong, Senior Assistant the Claims Sub-Committee for PIAM. Derek is also one of the Board of Directors of ISM General Manager in Malaysia, Deputy General Manager and Director of Distribution in the Insurance Services Malaysia Berhad (ISM). Republic of Korea, and Chief Distribution Officer in Vietnam.
Directorship(s) In Listed Issuers Directorship(s) In Listed Issuers None None
Declaration Declaration He does not have any conflict of interest or any family relationship with any other Director He does not have any conflict of interest or any family relationship with any other Director and/or major shareholders of the Company. and/or major shareholders of the Company.
He has not been convicted of any offence within the past five years nor has he been He has not been convicted of any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020. financial year ended 31 March 2020.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 24 Profile of Group Senior Management
NOOR AZAM BIN MOHD YUSOF Chief Executive Officer AmMetLife Takaful Berhad
Malaysian Male 49 Years Old 1 July 2017
Qualification(s) • Masters in Business Administration, University of Technology MARA, Malaysia • Bachelor of Science (Marketing), Northern Illinois University, United States of America • Chartered Professional in Islamic Finance (CPIF), Chartered Institute of Islamic Finance Professionals, Malaysia
Responsibilities Noor Azam bin Mohd Yusof is tasked with formulating and implementing strategic growth plans to enhance the penetration and distribution of AmMetLife Takaful products in key Shariah-driven markets in Malaysia.
Experience Azam has accumulated more than two decades of experience in the Malaysian insurance and Takaful industry, encompassing senior leadership roles as an established Takaful operator. Prior to joining AmMetLife Takaful, he was the Head of Sales and Distribution for HSBC Amanah Takaful (M) Berhad where he spearheaded business development and the effective delivery of the company’s sales and distribution strategy.
Directorship(s) In Listed Issuers None
Declaration He does not have any conflict of interest or any family relationship with any other Director and/or major shareholders of the Company.
He has not been convicted of any offence within the past five years nor has he been imposed of any public sanction or penalty by any relevant regulatory bodies during the financial year ended 31 March 2020.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 25 Profile of Shariah Committee & Shariah Oversight Committee
Assistant Professor Dr. Tajul Aris Prof. Dr. Amir Husin Mohd Nor Associate Prof. Datin Dr. Noor Naemah Ahmad Bustami Abdul Rahman Malaysian Chairman Malaysian Member Malaysian Member
Assistant Prof. Dr. Tajul Aris Ahmad Bustami is currently a Prof. Dr. Amir Husin Mohd Nor is currently a lecturer, Assoc. Prof. Datin Dr. Noor Naemah Abdul Rahman is lecturer and Assistant Professor at Department of Islamic Professor and Deputy Dean (Research and Innovation) at currently a lecturer and Associate Professor as well as Law, and also Deputy Dean of Student Affairs & Alumni, Faculty of Syariah and Law, Islamic Science University of coordinator for Applied Science at the Islamic Studies Ahmad Ibrahim Kulliyyah of Laws, International Islamic Malaysia (USIM). He obtained his first degree (Honours) in Program in Academy Islamic Studies, University of Malaya University Malaysia (IIUM). He received his first Degree in Shariah from Academy of Islamic Studies, University of (UM). She obtained her first degree (Honours) in Shariah Law (LL. B (Hons) & LL. B (Shariah)(Hons)) (IIUM) and a Malaya. He then successfully completed his Master in Law from University of Malaya, a Master degree in Shariah Master degree in Law (LL.M) from University of London. (LL.M) from University of London. Later, he achieved his from University of Jordan and a Ph.D from UM. Her areas He then successfully obtained a Diploma in Shariah Law Ph.D in Islamic Studies from University of Edinburgh. His of specialisation are Islamic Jurisprudence (Usul al-Fiqh), and Practice (DSLP) (Professional Post-Graduate areas of specialisation are Islamic Jurisprudence (Usul al- Islamic Legal Maxim and fatwa. Datin Dr. Noor Naemah Programme) (IIUM). Later, he received his Ph.D in Law at Fiqh) and Law. Previously, he has acted as Shariah Advisor currently holds a post as Ahli Jawatankuasa Perundingan IIUM. His areas of specialisation are Islamic Banking Law for AmFamily Takaful Berhad (2011-2014). Currently also Hukum Syarak Wilayah Persekutuan (2011-present) and and Takaful, Muslim Law of Succession & Waqf and serving as Shariah Advisor for AmMetLife Takaful Berhad Panel Pakar Syariah JAKIM (2017-present). Previously, she Administration of Estates. Assistant Prof. Dr. Tajul Aris is (2014-present) and a Committee Member of Tabung acted as Shariah Advisor for AmFamily Takaful Berhad currently serving as Shariah Committee for Small Medium Amanah Zakat Universiti Tenaga Nasional (UNITEN). He is (2011-2014). Currently also serving as Shariah Advisor for Enterprise Development Bank Malaysia Berhad (SME Bank) a member of ASAS and has conducted several researches, AmMetLife Takaful Berhad (2014-present). She is a (2018-present). He is a member of The Association of produced a number of books, chapters in books and member of ASAS and has conducted several researches, Shariah Advisors in Islamic Finance Malaysia (ASAS) and publications in journal articles and presented several produced a number of books, chapters in books and has produced a number of books, chapters in books and papers at various events/conferences. publications in journal articles and presented several publications in journal articles and presented several papers at various events/conferences. papers at various events/conferences.
Associate Prof. Dr. Adnan Yusoff Associate Prof. Dr. Asmak Ab Rahman Dr. Ahmad Zaki Salleh Malaysian Member Malaysian Member Malaysian Member
Assoc. Prof. Dr. Adnan Yusoff is currently a lecturer and Assoc. Prof. Dr. Asmak Ab Rahman is currently a Senior Dr. Ahmad Zaki Salleh is currently a lecturer at Islamic Associate Professor at UNITEN. He received his first degree Lecturer, Associate Professor and Head of Department at Science University Malaysia (USIM). He received his first in Shariah (Honours) from University Al-Azhar, Cairo, Egypt. Department of Shariah and Economics, Academy of degree in Shariah from al-Albayt University, Jordan and a Then he obtained a Master of Comparative Law (MCL) from Islamic Studies, UM. She received her first Degree Master Degree and Ph.D in Fiqh and Usul Fiqh from IIUM, and received his Ph.D in Islamic Muamalat from UM. (Honours) and Master in Shariah and subsequently a Ph.D International Islamic University Malaysia (IIUM). His areas His areas of specialisation are Islamic Commercial Law (Fiqh in Islamic Economics from UM. Her areas of specialisation of specialisation are Islamic Banking and Takaful and Muamalat), Islamic Jurisprudence (Usul al-Fiqh), Islamic are Comparative Economic Development, Takaful, Islamic Islamic Capital Market. Previously, he acted as Deputy Family Law (Fiqh Munakahat) and Islamic Criminal Law (Fiqh Banking, Islamic Economics and Economics of Waqf. Dean (Academic and International) (2016-2018), Deputy Jinayat). Previously, he acted as Director of Pusat Pengajian Previously she acted as a Shariah Advisor for Bank Islam Dean (Academic and Research) (2014-2016) and Head of Islam dan Peradaban UNITEN (2010-2014), Director of Malaysia Berhad (BIMB) (2005-2009), AIA AFG Takaful Programme, Bachelor of Fiqh and Fatwa (2013-2014) at Tabung Amanah Zakat UNITEN (2014-2017) and Shariah Berhad (Takaful)(2011-2013) and Committee Member for Faculty of Shariah and Law, Universiti Sains Islam Malaysia Advisor for AmFamily Takaful Berhad (2011-2014). Currently Association of Shariah Advisors in Islamic Finance (ASAS) (USIM), Shariah Advisor (Chairman and Member) for Bank also serving as Shariah Advisor for AmMetLife Takaful (Session 2012-2014). Currently also serving as Shariah Simpanan Nasional (2011-2019) and Muamalat Expert Berhad (2014-present). He is also a registered Shariah Advisor for different industries i.e. BIMB Investment Panel Member at Jabatan Kemajuan Islam Malaysia (JAKIM) Adviser with the Securities Commission (SC). He is a Management Berhad (2010-present; Funds Management), (2016-2018). Currently also serving as Shariah Advisor for member of ASAS and has written and/or presented SME Bank (2010-present); Development Bank), Tabung PruBSN Takaful (2015-present), Shariah Consultant at numerous articles/journals/papers. Haji (2016-present) and Hong Leong MSIG Takaful International Islamic Finance & Insurance (IIFIN) (2014-present) and Perbadanan Usahawan Nasional (2011-present) and Member at International Halal Berhad (PUNB)(2016-present). She is also a registered Foundation Academic Council (2016-present). Dr. Ahmad Shariah Adviser with the Securities Commission (SC). She Zaki has produced a number of books, articles, and is a member of ASAS and has conducted several chapters in books and presented several papers at various researches, produced a number of books, chapters in events/conferences. books and publications in journal articles and presented several papers at various events/conferences.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 26 Chairman’s Introduction to Corporate Governance
Dear Valued Shareholders, Good governance is paramount during times of change and especially so in an inceasingly challenging global business environment. As a Board we are mindful that we should continue to organise our efforts in areas where we are able to add value for all our stakeholders in ensuring the Group’s long term success. These would be in the areas of governance, strategy, risk, performance, leadership and sustainability.
For the Board, it is imperative that good corporate I am well supported in carrying out this role with the The application of each of the practices under the MCCG governance and sound ethical behaviours are embedded support of an effective Board that leverages on its 2017 is explained in detail in the Corporate Governance in the Group’s culture and values. Maintaining high diversity as a governing body. With 63% of the Board’s Report which is available on the Company’s corporate standards of corporate governance and a well-defined composition comprising Independent Directors, the website at system of governance will ensure sustained support of Board has achieved an appropriate balance of skill, https://ambankgroup.com/eng/InvestorRelations/ the Group’s strategy of delivering sustainable growth. knowledge, experience and independence to fulfil pages/CorporateGovernance.aspx satisfactorily, its governance role. The Group’s common set of expected behaviours A summary of the key focus areas of corporate developed over time, based on our corporate values and Whilst we have been very focused throughout the year governance covered by the Board during the year under an effective system of governance has resulted in a to ensure the seamless implementation of our strategies review are set out in this Statement. We have also strong ethical and governance culture in the Group. The and increasing operational efficiencies, our internal identified future priorities in relation to corporate principles governing our ethical standards are entrenched governance practices continued unabated and were governance and processes going forward. within our Code of Conduct and Code of Ethics. strengthened at the same time. In the year ahead, we will continue with our unwavering It is necessary that the tone is set from the top and for This Corporate Governance Overview Statement provides commitment to strengthen our governance processes to me to lead the Group in actualising a robust governance investors and all other stakeholders with an insight into ensure that we are aligned with best practices. framework that is sound, transparent, responsive and the governance activities and ethical practices that have protective of the interests of all stakeholders. This solid supported our corporate performance during the year governance framework is vital in contributing towards under review, in compliance with the principles set out in the Group’s growth and in driving long term sustainability. the Malaysian Code on Corporate Governance 2017 (MCCG 2017). The Group’s corporate governance practices are based on the requirements of the Companies Act 2016, Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the MCCG 2017.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 27 Corporate Governance Overview Statement
In this section of our Annual Report we have provided details of how our Board of Directors (Board) operates and explained the responsibilities they have as Directors. We have further described our various Board Committees and how they have operated to create value to the stakeholders, the Company and the Group. We have also spelt out our efforts in generating meaningful relationships with stakeholders and ensure the integrity of all that we do.
Our Board provides effective leadership and strategic guidance to safeguard and enhance long term stakeholder value creation within a framework of prudent and effective controls. This makes it possible for the Board to assess and manage risks to ensure long term sustainable development and growth of the Group. The Board has ultimate accountability and responsibility for the performance and affairs of the Company and ensures that the Group, including the Group’s employees, shareholders, regulators, clients, suppliers, the environment and the communities in which it operates, adheres to high standards of ethical behaviour.
Frameworks applied:
Bursa Malaysia Securities Berhad (Bursa Securities) Securities Commission (SC) Malaysian Code on Bank Negara Malaysia (BNM) Policy Document on Main Market Listing Requirements (MMLR) Corporate Governance (MCCG) 2017 Corporate Governance
The Governance Overview Statement is to be read in conjunction with the Corporate Governance Report 2020, which is available online at the Company’s corporate website at ambankgroup.com
BOARD LEADERSHIP & EFFECTIVENESS ITS IMPORTANCE This section provides an overview of the Board and how it and its An effective Board does not place itself in a comfortable Committees interlink. Details of the activities considered by the Board setting and it does not remain static. A dynamic Board and also some of the core responsibilities for certain Directors are also should constantly evolve in response to the environment Principle A explained. in which it operates. Challenges as well as teamwork are essential features of the Board. Diversity in Board composition is an important driver of a Board’s effectiveness, creating a breadth of perspective among Directors.
EFFECTIVE AUDIT & RISK MANAGEMENT ITS IMPORTANCE This section describes the work of the Audit and Examination From a risk perspective, diligent measured risk management Committee and Risk Management Committee and offers explanation structures and framework help to address risks and Principle B on the number of new auditing and governance requirements. strategy. This includes overall management of all risks covering market risk management, credit operational risk It provides a narrative on how the Risk Management Committee helps management and cyber risk. the Group drive the implementation of risk frameworks, processes and the Group’s risk appetite and internal control.
INTEGRITY IN CORPORATE REPORTING & MEANINGFUL ITS IMPORTANCE RELATIONSHIP WITH STAKEHOLDERS An understanding of the importance of maintaining and This section provides an overview of how we communicate with fostering good meaningful relationship with our Principle C stakeholders, their concerns and expectations. stakeholders plays a key role within our ecosystem. We recognise that stakeholders are affected in one way or another by our actions. In this regard, as stewards of the Company, we take responsibility to improve our communication and relationship with our stakeholders.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 28 Corporate Governance Overview Statement
ADOPTION OF THE MCCG 2017 PRINCIPLE A The Board considers that the Company has adopted the Practices and applied the key Principles of the MCCG BOARD LEADERSHIP AND EFFECTIVENESS 2017 for the financial year under review except: The Board’s primary role is to not only create, promote and deliver AMMB’s long term sustainability but to also ensure the protection and enhancement of long term shareholder value taking into consideration the interests of all other 1. Practice 7.2 (The Board is to disclose on a named stakeholders including employees, customers, regulators, local communities and the general public. basis the top five Senior Management’s remuneration in bands of RM50,000). In determining the strategic objectives and policies of the Group for the delivery of long term value, the Board ensures effective leadership through oversight on Management and robust monitoring of performance, control, activities and Practice 4.5 (The Board must have at least 30% women conformance capabilities in the organisation. Directors) – The Board has identified a female Director for appointment to the Board. The proposed appointment is subject to the approval of regulators. BOARD CONDUCT
The Board commits itself and its Directors to ethical, business and lawful conduct, including proper use of authority and Practice 12.3 (Leveraging technology to facilitate voting appropriate decorum when acting as Board members. Accordingly, all Directors shall apply ethical principles and in absentia and remote shareholders’ participation in standards of behaviour as set out in the Code of Conduct and Code of Ethics of the Group and other applicable general meetings) – It is to be noted that for the 1st time, governance documentation setting out standards of ethical conduct and behaviour as approved by the Board. the Company will hold its 29th AGM online as a safety measure to protect the health and safety of its Directors shall declare any conflict of interest they have in material transactions or material arrangements with the shareholders due to the unprecedented conditions Company or in any business or other relationships that could reasonably be perceived to materially interfere with the caused by the COVID-19 pandemic and pursuant to the exercise of their independent judgement or the ability to act in the best interests of the Company. They shall not be government’s Movement Control Order (MCO). present when the matter is being deliberated at the Board and/or Board Committee meeting. Shareholders will participate and vote remotely using the available Remote Participation and Voting (RPV) facilities. The Directors shall devote sufficient time to prepare for and attend Board and Board Committee meetings, and maintain The virtual meeting is in line with the Securities a sound understanding of the business of the Company as well as relevant market and regulatory developments. This Commission’s (SC) Guidance Note on the Conduct of includes a commitment to on-going education. General Meetings for Listed Issuers issued on 18 April
2020 to ensure companies can continue to meet their Prior to accepting appointment(s) of directorship(s) in other companies, the Directors shall ensure that their appointment(s) obligations under the law and to shareholders during the in other companies are not in conflict with the Company’s business and do not affect the discharge of their duties as MCO period. Directors of the Company. The Directors shall notify the Chairman of the Board and the Company Secretary of their new appointment(s) in other companies within 14 days of the appointment(s). Details of how the Company has applied the MCCG 2017 Principles and complied with its Practices are set out in In addition to the above, all Directors of the Company have complied with the MMLR of Bursa Securities of not holding the Corporate Governance Report 2020 (CG Report). The more than five directorships in listed issuers at any given time. This is to ensure the Directors do not have competing explanation for departures is further explained in the CG time commitments that may impair their ability to discharge their responsibilities effectively. Report.
BOARD CHARTER Our Board Charter defines the roles, responsibilities and functions of the Board and Board Committees in accordance with the principles of good corporate governance. The Charter is reviewed periodically to ensure its adherence to the latest statutory and regulatory requirements, as well as the Group’s operational and business direction. The Charter was updated in September 2017 and is available on the Company’s corporate website at ambankgroup.com.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 29 Corporate Governance Overview Statement
ROLES AND COMPOSITION
Chairman Tan Sri Azman Hashim
The Chairman is primarily responsible for the leadership of the Board and ensuring its effectiveness. He ensures the Board upholds and promotes the highest standards of corporate governance, setting the Board’s agenda and encouraging open, constructive debate of all agenda items for effective decision-making. He also ensures that shareholders’ views are communicated to the Board.
Senior Independent Director Voon Seng Chuan
The Senior Independent Director, in common with all Directors has the same legal responsibilities as any other Director. His role includes meeting regularly with the Chairman and the Group Chief Executive Officer to discuss specific issues, as well as being available to stakeholders generally and as an alternative communication channel. He also acts as a sounding board for the Chairman as well as an intermediary for other Directors.
Voon Seng Chuan Seow Yoo Lin Hong Kean Yong Dato’ Kong Sooi Lin Group Nomination and Audit and Examination Group Information Technology Risk Management Remuneration Committee Committee Committee Committee
Board Committee Chairman
The Board Committee Chairmen are responsible for leading the members of the Board Committees and ensuring their effectiveness. They set the Board Committees’ agendas, in consultation with the Group Company Secretary and Management and report to the Board on their respective Committee’s proceedings.
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 30 Corporate Governance Overview Statement
ROLES AND COMPOSITION
Group Chief Executive Officer Dato’ Sulaiman Mohd Tahir
The roles of the Chairman and the Group Chief Executive Officer (Group CEO) are separated by a clear demarcation of duties and responsibilities which are defined, documented and approved by the Board, given their distinct expectations and the primary audiences they each serve. The division of duties and responsibilities ensures an appropriate balance of roles, responsibilities and accountability.
The Group CEO is responsible for the operational management of the Group’s business as well as the development and execution of the Group’s strategy. He is also the conduit between the Board and Management in ensuring the success of governance and management functions.
The Group CEO fosters a corporate culture that promotes ethical practices, encourages individual integrity and the fulfilment of the Group’s corporate social responsibilities.
The Group CEO maintains a positive and ethical working environment that is conducive to attracting, retaining and motivating a diverse workforce.
Group Company Secretary Koid Phaik Gunn
The Group Company Secretary acts as secretary to the Board and Board Committees, ensuring compliance with Board procedures and advising on regulatory and governance matters. She is responsible, under the direction of the Chairmen of the Board and Board Committees, for ensuring that the Board and Board Committees receive accurate, timely and clear information. She supports the Chairman of the Board in delivery of the corporate governance agenda and together with the Group Learning and Development Unit facilitate Director induction programmes and on-going professional development trainings.
The Group Company Secretary is qualified and competent to act as company secretary under Section 235 of the Companies Act 2016. The Board members have full access to the Group Company Secretary.
The Group Company Secretary ensures that the discussions and deliberations at Board and Board Committee meetings are well documented and subsequently communicated to the relevant Management for appropriate action. The Group Company Secretary updates the Board on the follow-up of its decisions and recommendations by the Management.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 31 Corporate Governance Overview Statement
BOARD AND BOARD COMMITTEES’ STRUCTURE
The Board Charter authorises the Board to delegate the exercise of their powers to Board Committees. The delegation of power does not absolve the Directors from the duty to supervise the discharge of the delegated acts. The Directors are aware that they cannot leave the management of the Company’s affairs to these Committees without committing a breach of duty and that they remain responsible for the exercise of such powers.
The Board is collectively responsible for the long term success of the Group and for ensuring leadership within a framework of effective controls. The Board sets the strategic direction of the Group, approves the strategy and takes the appropriate action to ensure that the Group is suitably resourced to achieve its strategic aspirations. The The Board Committees Board considers the impact of its decisions and its responsibilities to • Group Nomination and Remuneration GFR page 55 all of the Group’s stakeholders. Committee (GNRC) • Audit and Examination Committee GFR page 46 (AEC) • Risk Management Committee GFR GROUP CHIEF EXECUTIVE OFFICER (RMC) page 42 (Group CEO) • Group Information Technology GFR Committee (GITC) page 65
Key Management Committees • Group Talent Council • Group Management Governance and Compliance Committee • Group Management Risk Committee • Group Management Committee • Group Asset and Liability Committee • Credit and Commitments Committee • Other Management Committees
MATTERS RESERVED FOR THE DECISION OF THE BOARD
The Board discharges some of its responsibilities directly and delegates certain responsibilities to its committees to assist in carrying out its function of ensuring independent oversight and stewardship. The Board also delegates authority for the operational management of the Group’s business to the Group CEO for further delegation by him in respect of matters that are necessary for the effective day-to-day running and management of the business. The Board holds the Group CEO accountable in discharging his delegated responsibilities.
A clear Schedule of Matters Reserved for the Board and terms of references for each of the Board Committees are reviewed periodically against industry best practices and corporate governance provisions and guidance. The matters reserved for the Board are set out below:
All Other Information Matters as Corporate Governance Credit and Technology Remuneration Deemed Matters and Policy Products and Projects Necessary by the Board
Board Strategy Compliance Accounting Membership Litigation and and and and and Other Arbitration Budget Assurance Finance Appointments
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BOARD COMPOSITION, DIVERSITY AND ATTENDANCE
Board Composition The Board is chaired by a Non-Independent Non-Executive Director and currently comprises eight Directors, five of whom are Independent Non-Executive Directors representing 63% of the Board composition. The composition of the Board therefore exceeds the minimum one-third requirement of Independent Directors as stipulated in the MMLR of Bursa Securities and meets the requirement of having a majority of Independent Directors as set out in the BNM Policy Document on Corporate Governance.
The Board continues to achieve a balance of skills, knowledge, experience and view among its Directors. The Board believes that a truly diverse Board that leverages on these differences will ensure effective stewardship of Management and will steer the Group to retain its competitive advantage.
GFR The profiles of the Directors are set out on pages 8 to 15 of this GFR 2020.
Board Independence The Independent Non-Executive Directors bring with them diverse relevant business experience that enables them to exercise independent judgement and to participate objectively in the proceedings and decision-making processes of the Board.
Decision-making on key issues regarding the Company and its subsidiaries are deliberated by the Directors. Board decisions are made taking into account the views of the Independent Non-Executive Directors, which carry substantial weight. They fulfil their roles in ensuring that strategies proposed by Management are discussed and examined as well as ensuring that the interest of shareholders and stakeholders of the Company are safeguarded.
Every Independent Non-Executive Director is required to provide a declaration of his or her independence annually. This declaration is assessed by the GNRC. Based on the outcome of the Board Effectiveness Evaluation (BEE) for the FY2020, which was conducted internally after being carried out by an independent external consultant for the past five consecutive years, all the Independent Non-Executive Directors had scored highly and there were no conflicts or potential conflicts of interest that may affect their independent judgement.
The Board also believes that each Independent Director has retained his/her independence throughout the tenure and had not in any circumstances formed any association with Management that might compromise his/her ability to exercise independent judgement that could ultimately affect the interest of stakeholders.
As at the date of this Statement, none of the Independent Non-Executive Directors has served more than nine years on the Board. This is in line with Practice 4.2 of the MCCG 2017, BNM Policy Document on Corporate Governance and the Company’s Board Charter which states that an Independent Non-Executive Director shall not serve more than a cumulative term of nine years.
Diversity in Composition The Board acknowledges the importance of Board diversity including gender, ethnicity, age and business experience, to the effective functioning of the Board.
While it is important to promote such diversity, the normal selection criteria of a Director, based on effective blend of competencies, skills, extensive experience and knowledge in areas identified by the Board should remain a priority so as not to compromise on the effectiveness in carrying out the Board’s functions and duties. Hence, the Board is committed to ensure that its composition not only reflects the diversity as recommended by the MCCG 2017, as best as it can, but it will also have the right mix of skills and balance to contribute to the achievement of the Group’s goals.
Age Gender Ethnicity Length of Service
70 years 40-49 old & above years old Female Others ≤ 1 year 1 1 25% 1 2
4 1-10 years 2 Malay 3 3 5 50-59 60-69 years old 75% Chinese 2 years old Male ≥ 10 years
The appointments of Senior Management are also based on an objective criteria and merit with due regard to diversity in skills, experience, age, cultural background and gender.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 33 Corporate Governance Overview Statement
Gender Diversity Selection of Directors The Company’s Board Charter states that the Board shall The AmBank Group Nomination Policy for Non-Executive Directors states that the GNRC may identify Director endeavour to have at least 30% women Directors. candidate(s) through executive search firms and/or other Directors.
The Board currently comprises two women Directors, GFR Further details on the selection and appointment of Director are disclosed in the GNRC Report on page 53 of this GFR 2020. reflecting a 25% female representation among the Directors on the Board. In line with the 30% requirement Board Attendance under the Board Charter and pursuant to Practice 4.5 of The calendar of meetings of the Board and Board Committees are drawn up and distributed to the Board in the quarter the MCCG 2017, the GNRC and the Board had identified preceding the beginning of the new calendar year. This is to enable the members of the Board to meet the time and approved the appointment of a female candidate, commitment for the meetings. The Board meets ten times per year with additional meetings being convened whenever subject to the approval of regulators. If the appointment necessary, to facilitate the discharge of their responsibilities. The Group CEO and the Chief Executive Officers of the is approved, the number of women Directors on the subsidiaries are invited to attend on matters relating to their spheres of responsibility. Additionally, Senior Management Board would be increased to three. may also be invited to attend Board meetings to provide presentations and detailed explanations on matters to be tabled. The Board believes that a truly diverse Board that leverages Directors are expected to attend at least 75% of total Board meetings in any applicable financial year and must not on differences in thought, perspective, knowledge, regional appoint another person to attend/participate in a Board meeting on his or her behalf. and industry experience, age, ethnicity and gender will ensure effective stewardship of management and will The quorum for Board meetings shall be a minimum of 50% of total Board members. steer AMMB to retain its competitive advantage.
A meeting shall be conducted in person or via alternative means of attendance (i.e. tele-conference or video conference) The Board through the GNRC conducts an annual review as determined by the Board. Where permitted, alternative means of attendance must remain the exception rather than of its size and composition, to determine if the Board has the norm. Directors are encouraged to attend the meeting in person. the right size and sufficient diversity to fit the Group’s objectives and strategic goals. The Board may from time to time and if deemed appropriate, consider and approve and/or recommend routine and administrative matters via circular resolutions in writing. All Directors’ written circular resolutions passed by the Board are In connection with its effort to create and maintain a tabled at the next Board meeting for notation. diverse Board. The GNRC will:
• adhere to the recruitment and sourcing process that The Directors’ commitment to carry out their duties and responsibilities is affirmed by their attendance at the Board seeks to include diverse candidates, including meetings held during the financial year ended 31 March 2020 (FY2020) as set out below. A total of 13 Board meetings women in any director search. were held during the FY2020 as follows: • assess the appropriate mix of diversity including gender, age, skills, experience and expertise required Number of Meetings on the board and address gaps, if any. Held During • make recommendations to the Board in relation to Name of Members Tenure in Office Attended % the appointments and maintain an appropriate mix of Tan Sri Azman Hashim 13 13 100 diversity, skills, expertise and experience on the Board. (Non-Independent Non-Executive Chairman) • periodically review and report to the Board on Graham Kennedy Hodges 13 12 92 requirements in relation to diversity on the Board, if any. (Non-Independent Non-Executive Director) Soo Kim Wai 13 12 92 Changes to the composition of the Board during the (Non-Independent Non-Executive Director) financial year under review were as follows: Voon Seng Chuan 13 13 100 (Senior Independent Non-Executive Director) Appointment (A) and/or Resignation (R) Seow Yoo Lin 13 12 92 Hong Kean Yong appointed on 10 October (Independent Non-Executive Director) 2019. Farina binti Farikhullah Khan 13 13 100 A Dato’ Kong Sooi Lin appointed on 30 October (Independent Non-Executive Director) 2019. Hong Kean Yong 7 7 100 Datuk Shireen Ann Zaharah binti Muhiudeen (Independent Non-Executive Director) (Appointed on 10 October 2019) R resigned on 30 June 2019 upon the expiry of Dato’ Kong Sooi Lin 6 6 100 her BNM approved tenure. (Independent Non-Executive Director) (Appointed on 30 October 2019) Datuk Shireen Ann Zaharah binti Muhiudeen 3 2 67 (Independent Non-Executive Director) (Resigned on 30 June 2019)
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KEY FOCUS AREAS ON CORPORATE GOVERNANCE DURING FY2020
Some of the key corporate governance areas the Board had focused on during the financial year under review were as follows:
Enhancement of the Group’s governance with policies: • Revised No Gift Policy • Revised Contract Policy • Cyber Resilience Policy • Technology Risk Management Framework • Operational Risk Management Framework • Revised Group Procurement Policy • Group Anti-Money Laundering and Counter Financing of Terrorism (AML/CFT) Policy • Revised Policy on Non-Audit Services by Group External Audit Firm • Revised Whistleblower Protection Policy • Revised Personal Account Dealing Policy • Anti-Bribery and Corruption Policy
Thematic Review on Group Treasury & Markets and Treasury Operations pursuant to BNM Markets Conduct Policy Board Effectiveness Evaluation (BEE) – Action Points Revised Terms of Reference of Group Nomination and Remuneration Committee Update to the Group’s Internal Audit Charter Cyber Security 4-Year Strategy Operational Risk Management Function Overview Update on Board Gaps Oversee Risk Management in Technology Programme Oversee Anti-Bribery and Corrupt Practice Programme
ON-GOING PROFESSIONAL DEVELOPMENT
The Board recognises the importance of ensuring that other relevant training programmes, talks, seminars, The Board ensures that a structured Director Learning Directors are continuously being developed to acquire or dialogue sessions and focus group sessions organised by and Education programme is in place for its members. enhance the requisite knowledge and skills to discharge the regulatory authorities, the FIDE Forum (an alumni Through this programme, members will be provided with their duties effectively. association for Financial Institutions Directors) and appropriate continuing education and are kept up to professional bodies to further enhance their business date with current business, industry, regulatory and As part of the Board induction programme, new Directors acumen and professionalism in discharging their duties legislative developments and trends that will affect the are briefed on, among others, their disclosure obligations to the Group. Group’s business operations. as Directors, the Company’s Board Charter, Code of Conduct, Code of Ethics, the Constitution of the The Board, together with the Board members of the The GNRC will review the training and development Company, the Group’s corporate structure, Schedule of subsidiaries of AMMB also attend Strategy meetings to needs of the Director on an annual basis, taking into Matters Reserved for the Board. have an in-depth understanding and continuous consideration the Group’s strategy for the next several engagement with Management pertaining to the Group’s years and the current combined skills on the Board. The Aside from the Mandatory Accreditation Programme strategic direction. In addition, the Directors are Directors would also suggest trainings which they think (MAP) and the Financial Institutions Directors’ Education constantly updated on information relating to the the Board requires. (FIDE) Programme, both of which are accredited by the Group’s development and industry development through ICLIF Leadership and Governance Centre (ICLIF), all discussion at Board meetings with the Senior The Group Learning and Development Unit undertakes Directors appointed to the Board, have also attended Management team. the role of coordinating, organising and managing Directors’ learning and development requirements together with the Group Company Secretarial Department.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 35 Corporate Governance Overview Statement
The Directors of the Company attended the following training programmes, talks, seminars, dialogues and focus group sessions during the FY2020:
Name of Directors Month/Year Course Title Tan Sri Azman Hashim Board Technology Day April 2019 Perdana Leadership Foundation CEO Forum – Delivered Welcome Address as Chairman
Risk Management: BASEL Foundation Internal Ratings Based Accreditation June 2019 Opportunities to change the world via Technology by Malaysia South-South Association
Anti Money Laundering Training FY2017/2018
37th MAJECA-JAMECA Joint Conference – Delivered Opening Remarks as President of Malaysia-Japan Economic Association (MAJECA)
July 2019 Dialogue and Luncheon with Lord Mayor London, Aiderman Peter Estlin – Delivered Welcome Remarks as Chairman Asian Institute of Chartered Bankers
Malaysia Financial Services Industry Conference 2019 – Delivered Keynote Address as Chairman Asian Institute of Chartered Bankers and AmBank Group
Cyber Security Awareness
21st Perdana Discourse Series: Factors Impeding Malaysia Economic Progress and How to Overcome Them – August 2019 Delivered welcome remarks as Chairman Board of Trustees for Perdana Leadership Foundation
Launch of Open University Malaysia Endowed Chair in E-Learning & Fully Online Programmes – Delivered speech as Pro Chancellor, Open University Malaysia
October 2019 Permodalan Nasional Bhd (PNB) Corporate Summit 2019: “Rebooting Corporate Malaysia”
International Conference on Financial Crime & Terrorism Financing “Building Trust and Transparency: Collaborate, November 2019 Accelerate, Strengthen” – Delivered Welcome Remarks as Chairman, Asian Institute of Chartered Bankers Graham Kennedy Hodges April 2019 Board Technology Day Invitation – The University of Melbourne C-Suite Briefing October 2019 Strengthening the Board’s Stewardship of Organisational Culture Soo Kim Wai Board Technology Day April 2019 Tax Planning Opportunities in Malaysia by Credit Suisse/Deloitte
May 2019 Withersworldwide Family Office Conference by Withers KhattarWong LLP
Risk Management: BASEL Foundation Internal Ratings Based Accreditation June 2019 Cyber Security Awareness
Anti Money Laundering Training FY2017/2018 July 2019 Mid-Year Outlook 2019: The Path Ahead by Bank of Singapore
Business Model and Technological Disruptions by Professor Dr Kamal Munir September 2019 Corporate Liability Provision and Competition Act with Raja, Daryl and Loh
October 2019 Malaysian Institute of Accountants Conference 2019
November 2019 Ernst & Young C-Suite Forum by Ernst & Young Tax Consultants Sdn Bhd
FIDE Forum: Digital Banking – Why Does It Matter March 2020 Malaysia – What’s Next for Politics by Credit Suisse
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Name of Directors Month/Year Course Title Voon Seng Chuan Board Technology Day FIDE Forum: Dialogue with BNM Deputy Governor on the Draft Risk Management in Technology Policy Document April 2019 FIDE Elective Programme: Understanding Liquidity Risk Management in Banking
FIDE Forum: 2nd Distinguished Board Leadership Series: Rethinking Strategy
Related Party Transaction Training
July 2019 Anti Money Laundering Training FY2017/2018
Risk Management: BASEL Foundation Internal Ratings Based Accreditation
August 2019 FIDE Forum: Understanding FinTech and Its Implication for Banks
FIDE Forum: Dialogue on Innovation and FinTech in the Financial Services Industry September 2019 Business Model and Technological Disruptions by Professor Dr Kamal Munir
FIDE Forum: 4th Distinguished Board Leadership Series – Digital to the Core October 2019 Islamic Finance for Board of Directors Programme
Introduction to Section 17A Malaysian Anti-Corruption Commission (Amendment) Act 2018 – Corporate Liability November 2019 Singapore FinTech Festival
January 2020 AmBank Group Green Leadership Series – Pocket Talk 1
March 2020 FIDE Forum: Digital Banking – Why Does It Matter Seow Yoo Lin April 2019 FIDE Elective Programme Understanding Liquidity Risk Management in Banking May 2019 FIDE Forum: Corporate Governance Watchdog – How Does Malaysia Rank?
June 2019 The Essence of Independence by ICLIF
Related Party Transaction Training
Anti Money Laundering Training FY2017/2018 July 2019 FIDE Forum: 3rd Distinguished Board Leadership Series – Artificial Intelligence and its Role in Financial Institution Services
Cyber Security Awareness August 2019 Audit Committee Institution Roundtable by ACI/KPMG
September 2019 Business Model and Technological Disruptions by Professor Dr Kamal Munir
Disruptive Digitalisation Transforming the Financial Landscape
FIDE Forum: Dialogue on Innovation and FinTech in the Financial Services Industry
FIDE Forum: 4th Distinguished Board Leadership Series – Digital to the Core
Leadership in a Disruptive World October 2019 Khazanah Megatrends Forum
KPMG Tax Seminar
November 2019 Audit Oversight Board Conversation with Audit Committees by SC Malaysia
January 2020 Islamic Finance for Board of Directors Programme
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 37 Corporate Governance Overview Statement
Name of Directors Month/Year Course Title Farina binti Farikhullah Khan May 2019 FIDE Forum: Corporate Governance Watchdog – How Does Malaysia Rank? June 2019 Cyber Security Awareness
Anti Money Laundering Training FY2017/2018 July 2019 Risk Management: BASEL Foundation Internal Rating Based Accreditation
September 2019 Business Model and Technological Disruptions by Professor Dr Kamal Munir
October 2019 Raising Defences: Section 17A, Malaysian Anti-Corruption Commission Act Hong Kean Yong Introduction to Section 17A Malaysian Anti-Corruption Commission (Amendment) Act 2018 – Corporate Liability November 2019 Singapore FinTech Festival
Cyber Security Awareness
December 2019 Anti Money Laundering Training FY2017/2018
February 2020 FIDE Elective Programme: Understanding the Evolving Cyber Security Landscape
March 2020 FIDE Forum: Digital Banking – Why Does It Matter Dato’ Kong Sooi Lin October 2019 Khazanah Megatrends Forum December 2019 Anti Money Laundering Training FY2017/2018
Islamic Finance for Board of Directors Programme January 2020 Introduction to Section 17A Malaysian Anti-Corruption Commission (Amendment) Act 2018 – Corporate Liability
Capital Market Development Plan – Module 1: Directors as Gatekeepers of Market Participants
Capital Market Development Plan – Module 2A: Business Challenges and Regulatory Expectations
March 2020 Capital Market Development Plan – Module 2B: Business Challenges and Regulatory Expectations
Capital Market Development Plan – Module 3: Risk Oversight and Compliance – Action Plan for Board of Directors
Capital Market Development Plan – Module 4: Current and Emerging Regulatory Issues in the Capital Market
04 Financial Statements 05 Pillar 3 Disclosures 06 Additional Information GOVERNANCE AND FINANCIAL REPORTS 2020 38 Corporate Governance Overview Statement
INTEGRITY AND ETHICS • Related Party Transaction Policy It is the role of the Board to establish policies that The Group is committed to ensure all related party promote good business conduct and a healthy corporate transactions and recurrent related party transactions culture that reflects integrity, transparency and fairness. carried out in the ordinary course of business are The following policies have been put in place by the made at arm’s length and on normal commercial Board: terms which are not more favourable to the Related Party than those generally made available to the AWARDS & RECOGNITION • Code of Conduct and Code of Ethics public at large, and are not on terms that are detrimental to the minority shareholders of the The Board commits itself and its Directors to ethical, 1. Australian Reporting Awards 2019 (Gold Award) Group. business-like and lawful conduct, including proper 2. Top 4 in Corporate Reporting Transparency, use of authority and appropriate decorum when • Whistleblower Protection Policy Malaysian Institute of Corporate Governance acting as Board members. Accordingly, all Directors (MICG) shall apply ethical principles and standards of The Group expects the highest standards of integrity behaviour as set out in the Code of Conduct and from all its employees, suppliers and business 3. Minority Shareholders Watchdog Group (MSWG) Code of Ethics. partners. The Group takes a serious view of any – Asean Corporate Governance Award 2019 rd wrongdoing on the part of its employees, (3 placing in Excellent in Corporate Governance • No Gift Policy Management, Directors, suppliers and business Disclosure) partners, in particular with respect to their obligations All employees must strictly adhere to Ambank’s No to the Group’s interests. Our Whistleblower Protection Gift Policy whose primary objectives include: Policy channels are established to help all (a) safeguarding the Group’s reputation by stakeholders raise concerns without fear of retaliation countering potential conflicts of interest and or intimidation on any wrongdoing that they may bribery and corruption and ensure practices and observe in the Group. dealings within and by the Group are conducted in an ethical and professional manner; • Anti-Bribery and Corruption Policy (b) developing employees who self-regulate and The Policy was formulated to ensure the Group are able to distinguish between acceptable conducts its business conforming to the highest practices and those that are ethically level of integrity and ethics and all employees questionable; and comply with the relevant laws and regulations on anti-bribery and corruption. The Policy represents (c) avoiding any potential perception that the the Group’s stance of zero tolerance to bribery and Group encourages or condones exchanges of corruption and serves to protect the institution from favours for personal gratification of any kind. financial and reputational loss as a result of regulatory and/or enforcement, censure and action. Employees are required to ensure that there is no offering, soliciting, or receiving gifts in any form, to or The Policy will now include establishment of from current or potential customers, vendors, agents standards, robust procedures and controls for the and business partners, either directly or indirectly – Group to comply with the requirements and which could influence impartial judgement during obligations imposed by the Malaysian Anti-Corruption decision-making or places employees in a position of Commission Act 2009 (MACC Act 2009) and conflict of interest. Guidelines on Adequate Procedures issued pursuant to the newly enforced Section 17A(5) of the MACC • Trading in AmBank Shares Policy Act 2009. The Group’s ‘Trading in AmBank Shares Policy’ sets out specific responsibilities and trading procedures to be complied by the Group’s Directors and designated employees when trading in the Company’s shares on Bursa Malaysia.
Accordingly, all Directors and designated employees who have access to price-sensitive information relating to the Company’s shares must not trade in the Company’s shares until such time that such information is publicly available.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 39 Statement on Risk Management and Internal Control
The Board of Directors (Board) is responsible for the governance and oversight of the Group’s risk management framework and internal control systems’ effectiveness. The Board has instituted a sound process for an enterprise- wide identification, assessment and management of risks to ensure risk taking activities are aligned with the Group’s business strategy and viability. This process is regularly reviewed by the Board and is in-line with the guidance on internal control, Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers.
In establishing and reviewing the risk management and internal control system, the Directors have considered the materiality of identified risks, the likelihood of losses being incurred, the capacity of the Group to absorb losses and the cost of control. Accordingly, the purpose of the risk management and internal control system is to manage and minimise the risk of failure to achieve the policies and objectives of the Group and to provide reasonable assurance against risk of material misstatement or losses.
The Board is assisted by the Risk Management Committee of the Board (RMC) to oversee the governance of risks within the Group and ensure that there is effective infrastructure in place (policies, frameworks, processes, resources and systems) to manage risk and conduct Management activities in identifying, assessing, controlling and monitoring risks. The Board is also assisted by the Audit and Examination Committee of the Board (AEC) to provide independent oversight of the Group’s financial reporting and internal control systems that facilitate appropriate checks and balances within the Group.
Periodic summary reports were provided by RMC and AEC to keep the Board informed of the Board Committees’ work, key deliberations and decisions on delegated matters.
The Management is responsible for the implementation of the Board’s policies on risk management and internal control by identifying and evaluating the risks faced by the Group for consideration by the Board and designs, operates and monitors the risk management and internal control systems to mitigate and control risks.
CONCLUSION KEY RISK MANAGEMENT AND INTERNAL CONTROL • Risk management principles, policies, practices, PROCESSES methodologies and procedures are made available For the year under review, the Board has received the to appropriate staff in the Group. These are regularly reports of the AEC and RMC. An annual assessment of The Group has adopted a coordinated and formalised updated to ensure they remain relevant and in the effectiveness of risk and internal control processes approach to risk management and internal control, compliance with regulatory requirements. The has been conducted and the Chief Risk Officer has which is operationalised through the “Three Lines of policies, methodologies and procedures are provided his assurance to the Chief Executive Officer and Defence” concept. The Business Units form the 1st line of enhanced whenever required to meet the changes Chief Financial Officer. The Chief Executive Officer and defence, Risk and Compliance form the 2nd line of in operating environment and/or for continuous Chief Financial Officer have then provided their assurance defence while Internal Audit forms the 3rd line of defence. improvement in risk management. to the Board that the Group’s risk management and The key risk management and internal control processes internal control system is operating adequately and are implemented via the following: • The organisational structure is designed to clearly effectively in all material aspects, based on the risk define the accountability, reporting lines and management model adopted by the Group. • The RMC of the Group and its major subsidiaries approving authorities to build an appropriate system assist the Board in the oversight of the overall risk of checks and balances, corresponding to the The Board is of the view that the risk management and management structure. At Senior Management level, business and operations activities’ needs. This internal control system in place for the year under review a number of management-level risk committees includes the empowerment and setting of authority and, up to the date of issuance of the financial have been established to assist the Board to limits for proper segregation of duties. statements, is adequate and effective to safeguard holistically manage the risks and businesses of the shareholders’ investment, the interests of customers, Group. These committees, namely the Group • The AEC of the Company and its major subsidiaries regulators and employees, and the Group’s assets. Management Committee, Group Management Risk assist the Board to evaluate the adequacy and Committee, Group Asset and Liability Committee, effectiveness of the Group’s internal controls Group Management Governance and Compliance systems. The AEC reviews the Group’s financial Committee, Credit and Commitments Committee statements and reports issued by Group Internal and Watchlist and Classification Committee, address Audit and the external auditors including monitoring all classes of risk within Board delegated mandates: the corrective actions taken to address issues balance sheet risk, credit risk, legal risk, operational highlighted in the reports. risk, market risk, Shariah risk, compliance risk, regulatory compliance risk, reputational risk, product risk, business and IT project risk and cyber risk.
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• The Shariah Committee is responsible and • The Group emphasises human resource development • The Group has in place a compliance framework that accountable on Shariah related matters. These and training as it recognises the value of its staff in drives prudent, transparent and inclusive business include advising the Board and Management on contributing to its growth. There are proper conduct, compliant to the dictates of the Malaysian Shariah related matters as well as endorsing Shariah guidelines within the Group for staff recruitment, regulatory and supervisory framework. The policies, validating products and services, and the promotion and performance appraisals to promote a framework provides the methodology and approach relevant documentation in relation to Islamic Banking high performance culture by rewarding high for risk identification, prevention and mitigation. The operations according to Shariah principles. The performers and counseling poor performers. Our Compliance function promotes the safety and Shariah Committee also provides advice and Short Term Incentive (STI) and Long Term Incentive soundness of the Group’s practices and conduct by guidance on management of zakat fund, charity and (LTI) are used primarily to reward and encourage minimising financial, reputational and operational other social programmes or activities. outstanding individuals for their contribution to value risks arising from regulatory non-compliance. creation while protecting the shareholders’ interest. • The Shariah Oversight Committee is established as a Structured talent management and training • The Group believes in and embraces a culture of sub-committee to the Shariah Committee to assist programmes are developed to ensure staff are complete adherence to regulatory rules and the Shariah Committee in discharging its adequately trained and competent in discharging regulations; demanding the highest ethical standards responsibilities relating to the oversight of the their responsibilities and to identify future leaders for and integrity, where the Board and Senior Shariah Review function. In addition, the Shariah succession planning. Management lead by example. The Group continues Oversight Committee assesses the work carried out to exercise and enhance its due diligence and by Group Internal Audit relating to the Shariah Audit • A Code of Ethics has been formulated to protect and governance processes and remains vigilant to function and Shariah Risk Unit relating to Shariah enhance the Group’s reputation for honesty and emerging risks as well as sensitive towards Risk Management function in order to ensure integrity. The Code of Ethics is based on the following heightened regulatory surveillance and enforcement. compliance with Shariah matters. principles: compliance with the law both in letter and in spirit, with the Code and AmBank Group’s policies • Training is provided to employees of the Group on • Group Internal Audit conducts independent risk- and procedures; upholding the highest level of relevant legal and regulatory requirements, and based audits and provides assurance that the design integrity and acting with honesty and professionalism; guidance on implementation of internal controls to and operation of the risk and control framework identifying and managing conflicts of interest manage compliance risks. across the Group is effective. The AECs review the responsibly; ensuring completeness and accuracy of work of Group Internal Audit, including reviewing its underlying records, financial or otherwise; ensuring audit plans, progress, reports issued and status of fair and equitable treatment to all; and ensuring REVIEW OF STATEMENT BY EXTERNAL AUDITORS resolution of key audit findings highlighted. confidentiality of information and transactions. Pursuant to Paragraph 15.23 of the MMLR of Bursa Securities, the external auditors have reviewed this • The Group’s focus is on achieving sustainable and • The Code of Conduct, launched in March 2018, Statement on Risk Management and Internal Control. profitable growth within its risk management represents the Group’s commitment to uphold, Their limited assurance review was in accordance with framework by ensuring sound risk practices and maintain and demonstrate a high level of integrity, Audit and Assurance Practice Guide 3: Guidance for business outcomes are achieved and aligned professionalism and ethical conduct. The Code of Auditors on Engagements to Report on the Statement of through a set of limits and controls and policies and Conduct provides a clear direction in conducting Risk Management and Internal Control included in the procedures to safeguard the Group’s sustainable business, interacting with community, government Annual Report, issued by the Malaysian Institute of risk-taking and sufficient returns. The Group’s annual and business partners as well as general workplace Accountants. This does not require the external auditors strategic business plans and budgets are prepared behaviour. The Code of Ethics above is a subset of to form an opinion on the adequacy and effectiveness of by the Group’s business divisions and submitted to the Code of Conduct. The Code of Conduct was the risk management and internal control systems of the the Board for approval. Progress of the Group’s established by the Board. The Board takes a Group. Based on their review, the external auditors have business plans and performance achievements are leadership role in shaping and driving the governance reported to the Board that nothing had come to their rigorously tracked and reviewed against budget in of, and compliance with, policies and practices via attention that causes them to believe that this statement monthly review meetings and specific taskforce set key management committees, Group Risk, Group is inconsistent with their understanding of the processes up for the purposes of monitoring our key focus Legal, Group Compliance, Group Internal Audit, the Group had adopted in the review of the adequacy areas allowing for timely responses and corrective Group Information Services, Group Finance and and integrity of the risk management and internal control actions to be taken to mitigate risks. Group Human Resource. The Code of Conduct was system of the Group. developed according to a value-based approach which consists of five key areas: Message from our Chairman and Group CEO, Ethical Standards, Company and People, Marketplace and Commitment to Sustainability.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 41 Risk Management Committee Report
COMPOSITION AND MEETING ATTENDANCE A total of seven meetings of the Company’s RMC were held during FY2020 and details of the meeting attendance are set out below:
Number of Meetings
Held During Name of Committee Members Tenure in Office Attended %
Dato’ Kong Sooi Lin 3 3 100 (Independent Non-Executive Director) (Appointed as member on 30 October 2019 and re-designated as Dato’ Kong Sooi Lin Chairman on 1 April 2020) Chairman Graham Kennedy Hodges 7 7 100 (Non-Independent Non-Executive Director) The Risk Management Committee (RMC or the Hong Kean Yong – – – Committee) comprises three members, a majority (Independent Non-Executive Director) of whom are Independent Directors and is chaired (Appointed as member on 1 April 2020) by an Independent Non-Executive Director. The Committee oversees the adequacy of risk Voon Seng Chuan 7 7 100 management within the Group. (Senior Independent Non-Executive Director) (Resigned as member on 1 April 2020) Following the close of FY2020, Mr Voon Seng Datuk Shireen Ann Zaharah binti Muhiudeen 2 2 100 Chuan stepped down as Chairman and member of (Independent Non-Executive Director) the RMC. Dato’ Kong Sooi Lin took over the (Resigned as member on 30 June 2019) chairmanship of the RMC effective 1 April 2020.
ROLES AND RESPONSIBILITIES OF RMC The responsibilities of the Committee include the review and evaluation of:
Senior High-level exposures Cyber security risk The overall effectiveness The Group’s risk Risk systems and Management’s and risk portfolio of the control and risk management strategies, resources activities in composition management policies, frameworks, managing risk infrastructure (together methodologies and risk with GIAD) tolerance standards
SUMMARY OF KEY ACTIVITIES OF RMC DURING FY2020 The Committee’s oversight of the holistic risk management of AmBank Group through Group Risk Management has entailed extensive deliberations on the following and where appropriate, recommended to the Board for approval:
1. Quarterly provision analysis report. 8. Major litigations, claims and/or issues that may have substantial financial impact and reputational risk to the Group. 2. Movement in macro provision on quarterly basis. 9. Gaps of the Group’s compliance with the requirements of BNM’s Policy Document 3. Group’s risk policies. on RMiT. 4. Semi-annual stress test. 10. Key performance indicators scorecard of the Group Chief Risk Officer and Group 5. On-going risk management activities to identify, evaluate, monitor, Chief Compliance Officer. manage and mitigate critical risks to an acceptable level. 11. Progress and timeline of the Group’s transmission to Foundation Internal-ratings 6. Risk direction and appetite for the FY2020. Based (IRB). 7. Emerging risk and their mitigations. 12. COVID-19 related strategies and actions.
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GROUP RISK MANAGEMENT • Actively monitor portfolios and engage with • In the FY2019/2020, a mechanism was put in place customers (commercial and retail) to determine if to monitor share collateral concentration limits Against the backdrop of an unpredictable financial Restructured & Rescheduled (R&R) loans are across the banking entities of AmBank Group i.e. market and challenging economic landscape, risk necessary. AmBank (M) Berhad, AmBank Islamic Berhad and management plays an integral role in the Group’s AmInvestment Bank Berhad. Previously dependent decision-making process, operations and business. It is • Conduct dynamic stress simulation on asset quality on manual submissions by respective business units, critical for the Group to have an effective and evolving across all lines of businesses for effective asset information on shares held as collateral is now risk management system to ensure sustainable growth quality management to prevent surprises and dire housed in a common platform for easy extraction by and continued profitability. impact towards the Group’s provisioning. user departments for reporting and limit monitoring • Empowerment to Credit Initiation for the Retail SME purposes. Risk Strategy portfolio. Our risk strategy encompasses the following initiatives: Business Credit Risk • Enhance market risk and liquidity risk practices in • Enhancing risk governance. line with regulatory and market developments. • Full implementation of the Behavioural Early Warning • Upgrading risk infrastructure in order to safeguard Trigger system which enables monitoring of • Enhance market risk and liquidity risk management and protect the Group’s and customers’ information. Enterprise Banking (EB) customers’ transactional system to formulate more proactive risk measures to • Developing a more comprehensive risk appetite behavioural patterns and trends. manage the Group’s liquidity position during strategy, execution and monitoring framework that is unprecedented crisis. • Enhancements to Management Information System in line with the Group’s direction and requirements reporting have enabled more proactive management of regulatory bodies. • Enhance usage and refinement of the full suite of of the portfolio. This included detailed analysis on • Improving funding and liquidity risk management. operational risk tools which provide risk control application demographics, classification triggers and • Improving underlying asset quality and enhancing assessments, key control testing, key risk indicators, performance monitoring by lending programme. portfolio diversification. incident management data collection and event loss • Materially lowering loan loss provisions. reporting to arrest operational gaps. • AmACE Project was rolled out in July 2019 and has • Developing robust risk/reward pricing models. facilitated the automation of parameterised criteria • Further enhancement towards cyber security • Positioning AmBank Group for IRB status under Basel which enables better speed to market controls environment due to foreseeable imminent II. increase in malicious attacks during current times. IR Details on the AmACE Project are set out on pages • Promoting a strong risk and compliance culture Focus would be on domains such as Cyber Incident 92 to 93 of the IR 2020. across all Three Lines of Defence. Response and Crisis Management, Threat Hunting and Intelligence. Data Loss Prevention, Threat and Retail Credit Risk Our Priorities in FY2021 Vulnerability Management and Network Resilience. • Comprehensive risk control on higher risk and Group Risk will continue to support the Group’s business vulnerable income. strategies in line with the Group’s overall risk management Risk Governance framework whilst incorporating changes in a vigilant and • Enhanced risk and policy control over occupation, Our risk governance and culture is driven across the forward looking manner where appropriate to manage CCRIS, industry, financing ratio and risk grade Group through the “Three Lines of Defence” framework, risk of the ‘new normal’ business following the segment. with the motto “Risk is Everyone’s Responsibility”. unprecedented COVID-19 pandemic through: Supporting this framework are policies and procedures Governance and Provisioning • Enhance monitoring and early warning tools for to enforce our core standards. more effective credit management and portfolio • Basel II IRB programme – Organisation focusing on asset quality monitoring. This would include frequent Key Highlights FY2019/FY2020 IRB-based lending assessment and management assessment of portfolios and engagement with metrics. Wholesale Credit Risk customers for all lines of businesses in order to gauge the impact on the various industries and • Credit certification – Two credit officers in Wholesale Investment Banking and Market Risk forward economic recovery. Credit Risk completed their accreditation in • Implemented liquidity risk management system to the current year with another 11 credit officers • Enhance control on approval limit to commensurate automate reporting and enhance proactive liquidity registered. with the nature of product (i.e. approval limit per risk management. application by product and exposure limit for system • Lunch and Learn – Five programmes were carried • Comprehensive assessment of market risk and approval). out for Wholesale Credit Risk officers during the year liquidity risk appetite supplemented by detailed covering the following topics – Financial Derivatives, controls in line with market development. Credit Post-Mortem, Cyber Risk and Basel Foundation IRB accreditation.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 43 Risk Management Committee Report
Group Operational Risk GROUP COMPLIANCE • Comprehensive Group-level frameworks, policies and The 4-year enterprise-wide Compliance Culture transformation journey that the Group embarked on concluded in May guidelines established to guide the 1st and 2nd Line 2020. The transformation programme designed and led by Compliance, had focused on rebuilding a new, stronger and Defence functions. more robust Compliance Culture foundation through the following measures: • Established governance structure, reporting lines and Implementation of a set of Compliance policies and Code of Conduct that are comprehensive and adaptable committees to provide oversight. Upskilling the talent pool through a tailored compliance learning and development programme • Established and formalised the 1st Line Defence function within the Business Units and Functional Rebuilding detective measures such as implementation of the Anti-Money Laundering (AML)/Counter Financing Lines thereby fully operationalising the Three Lines Terrorism (CFT) transactions monitoring and Monitoring and Testing Programmes using new technology and systems of Defence approach. Reinforcement of the governance structure and coverage • Enhanced usage and refinement of the full suite of Commencement of Continuous Improvement and Sustainability Programmes for people, process and technology operational risk tools implemented Group-wide for risk control assessments, key control testing, key risk Through the above, we have been able to embed the culture of doing things right and doing the right things within the indicators, incident management data collection and DNA of our employees. event loss reporting. • Monitoring tools, standardised metrics and indicators Our Compliance Risk Management is well incorporated into the broader Group business strategy, communicated and have been established to measure and report driven through the Talent and Performance Management and Learning and Development Programmes. Our Continuous operational risk performance and framework Improvement and Sustainability Programmes will continue to promote a culture of honesty and integrity, where adherence. customers are served applying the highest standards of professionalism, and all applicable laws and regulations are adhered to. • Full-fledged business continuity management (BCM) and crisis management framework, policies, practice To continue to drive an effective Compliance Framework, the Compliance Department is run by talents with broad guides and plans have been established and experience base from international and local financial institutions and has increased its size by three times since the start operationalised. of the transformation programme. • In-house training on operational risk and e-learning programme on BCM had been implemented. Key Focus Areas for FY2020: A. Embedding the Compliance DNA within the Business Strategy and Operations Group Technology Risk
• In the final year of the three-year Cyber Security Maturity Improvement Programme to strengthen the • Applicability of laws, and regulations across businessses and processes Group’s cyber security posture and the ability to Evolving • Translate regulations into operational protect the Group’s information assets Role requirements • Creating standards for risk materiality • Introduced a new Risk and Control Self-Assessment • Developing & managing robust risk identification (RCSA) process for technology risk. & assessment process/tool kit • Root-cause analysis and performance tracking • Introduced a cyber-resilience framework to facilitate the Group´s ability to anticipate, withstand, contain Moving Baseline • Risk Assessments and/or promptly recover from cyber-attacks and E N & Increasing • Validation of Regulatory Reports I Expanded events that disrupt usual business operations and/or L Expectations • AML Transactions Monitoring E Role
services. S of the Compliance • Banking Secrecy A
B Function • Exchange Control • Broadened its technology risk management • Market Conduct capabilities by setting up teams that have oversight over infrastructure security risk, application security risk and third party security risk.
• Advisory Traditional • Regulatory Requirements Clarification Function • Policy formulation • Reporting
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B. Strengthening the Compliance Programme Priorities and Outlook for FY2021: • Enhance the Compliance function to assist business adjust to COVID-19 impact ew Governance structure Identification and and content for Compliance customer info repository of Matters for a more effective and High Risk Politically • Intensify depth and breadth of Monitoring and transparent oversight escalation Exposed Customers Testing capabilities to the Board Group-wide operationalised AML CFT, C PEP Policies • Build synergies between Compliance, Operational Procedures (CDD, EDD, ODD) Monitoring Testing Self developed alert investigations Risk and Internal Audit programme that ensures procedures, scenario 100 Branch coverage Governance investigations guidebook and annually focusing on key risk • Collaboration with Enforcement Agencies to act om ance capacity planning tool areas against financial crime o c e roce re Compliance Risk Assessment model for a comprehensive Se o AML/CFT risk identification • Digitisation of detection and investigation functions 2 Mon or n OM LIAN E methodology ROGRAMME e n F nc on • Embark on the next phase of embedding Compliance S em S an ar New AML F AML FRAME OR DNA and conduct in the businesses S em ew standards for customer AML Risk KPIs to reflect stronger • Continue to enhance the skills and capabilities of the scoring methodology Gro w e compliance accountability for in-business control function and Compliance talent all staff Implementation of a ra n n om ance I pools Re-build of Group Compliance new Transactions & Certification Or an a on S r c re Monitoring System team with strong Risk, Audit and Compliance experience Data Management Roll out of a Compliance Redesign of Compliance Framework for future Culture, Ethics and Conduct related ob descriptions of enhancements for AML Programmes Business Operational systems Paradigm Shift of Board, Controls Senior Management and Employees Roles Responsibilities
C. Anti Bribery and Corrupt Practices Stance – Implementation of Adequate Procedures for Implementation of Section 17A of the MACC Act Building and implementing components of the programme
Enterprise- wide Policy and Procedures Process Customer & Mapping Vendor Related & Risk Risks Governance Identification – Management & Leadership Tone from Education the Top & Programmes Enforcement Internal Empowerment Controls Raising Awareness Periodic Risk Assessment & Measurement
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 45 Audit and Examination Committee Report
COMPOSITION AND MEETING ATTENDANCE A total of seven meetings of the Company’s AEC were held during the FY2020, and details of the meeting attendance are set out below:
Number of Meetings
Held During Name of Committee Members Tenure in Office Attended %
Seow Yoo Lin (Chairman) 7 7 100 (Independent Non-Executive Director) Farina binti Farikhullah Khan 7 7 100 Seow Yoo Lin (Independent Non-Executive Director) Chairman Dato’ Kong Sooi Lin 2 2 100 (Independent Non-Executive Director) The Audit and Examination Committee (AEC or the (Appointed as member on 1 January 2020) Committee) comprises three members, all of whom Voon Seng Chuan 5 5 100 are Independent Non-Executive Directors. (Senior Independent Non-Executive Director) (Resigned as member on 1 January 2020)
QUALIFICATIONS AND EXPERIENCE OF AEC MEMBERS Under the Terms of Reference of the AEC, at least one member of the AEC shall have an accounting qualification or experience in the field of finance. The AEC has met this requirement with all its members, being accountants by profession and having wide knowledge and experience in financial management and reporting.
GFR The profiles of Seow Yoo Lin, Farina binti Farikhullah Khan and Dato’ Kong Sooi Lin are disclosed on pages 12, 13 and 15 of this GFR 2020.
ROLES AND RESPONSIBILITIES OF AEC The Committee’s main functions and duties shall include, but are not limited to the following:
Oversight of matters Oversight of matters Directing and Reviewing and Periodic reporting to the related to financial related to internal and supervising special recommending for the Board on audit reports reporting and internal external audit audits and Board’s approval, related party and key issues controls investigations transactions and conflict of deliberated at AEC interest situations that may meetings arise within the Company/ Group
The AEC’s detailed roles and responsibilities are set out in its Terms of Reference, which is available on the Company’s corporate website at ambankgroup.com.
During the FY2020, the Group Chief Financial Officer and the Group Chief Internal Auditor (GCIA) as well as their representatives attended all the AEC meetings to present their respective financial and audit reports. The Group CEO and respective CEO of the subsidiaries or their representatives are also permanent invitees at the respective entity’s AEC meetings and had attended all meetings held in the FY2020. As and when necessary, the AEC had also requested the attendance of relevant Management personnel at its meetings to brief the AEC on specific issues arising from the financial and audit reports.
The GCIA held private sessions with the AEC Chairman of the respective subsidiaries prior to their AEC meetings to highlight key issues of concern that would be raised during the meetings.
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The AEC also held two private sessions in April 2019 and • Reviewed the quarterly unaudited financial results • Reviewed and approved GIAD’s co-sourcing October 2019 with the external auditors, without the and annual audited financial statements of the arrangement with an external consultant for a highly presence of Management and the GCIA, to be fully Company and the Group to ensure that the financial technical mandatory review, with the aim of ensuring informed of significant matters related to the Group’s reporting and disclosure requirements, particularly timely completion of the review, as well as transfer of and Company’s audit and financial statements and relating to changes in accounting policies, as well as technical know-how from the consultants to GIAD. deliberate on relevant issues, challenge Management’s significant and unusual events or transactions were assertions on the Group’s and Company’s financial and in compliance with the accounting standards before • Deliberated on GIAD’s audit reports and obtain feedback for improvements. In addition, the recommending the financial statements to the Board recommendations, and Management’s responses, external auditors also attended AEC meetings to present for approval. including a report issued jointly with the external their audit planning memorandum, memorandum of consultant for the audit conducted on a co-sourced recommendations, the results of their limited review of • Reviewed the Group’s Basel II Pillar 3 Disclosures arrangement, and detailed data analytics review half-year financial performance of the Company and before recommending to the Board for approval. reports and directed Management to implement three banking subsidiaries and the results of their review necessary timely remedial actions. Where necessary, on the annual audited financial statements of the • Reviewed and deliberated on the high level financial separate presentations by Management were Company and the Group. The AEC ensured that there impact analysis on the Group arising from new requested to provide justifications for significant was coordination between internal and external auditors accounting standards that would significantly impact audit issues raised. when both were carrying out their audit activities. the Group. For the FY2020, the Committee had regular updates and discussions on the financial • Deliberated on internal investigation reports issued Minutes of all the AEC meetings were tabled to the impact due to the implementation of MFRS 16. by GIAD and directed Management to take necessary Board for noting. In addition, the AEC Chairman also remedial actions and consequence management. conveyed matters of significant concern to the Board as • Reviewed and deliberated on the quantum of and when such matters were highlighted by the external dividend payout before recommending to the Board • Deliberated on mandatory review reports issued by auditors and internal auditors. for approval. GIAD for reviews required by regulators, including ad-hoc requests. Internal Audit SUMMARY OF KEY ACTIVITIES OF AEC DURING • Deliberated on the status of resolution of previous • Reviewed the adequacy and effectiveness of the FY2020 audit issues and the remedial actions taken by system of internal controls, reporting and risk Management, including tracking and monitoring of The AEC, with the assistance of the respective AECs management to ensure there was a systematic timeline. within the Group, carried out the following activities in methodology in identifying, assessing and mitigating discharging their roles and responsibilities throughout risk areas. • Reviewed Management’s proposals for related party the FY2020: transactions and debts write-off and GIAD’s • Deliberated and approved the updates to the Group verification reports on the proposals, prior to Annual Report Internal Audit Charter. recommending the proposals to the Board. • Reviewed and endorsed the Statement of Risk • Deliberated and approved Group Internal Audit’s Management and Internal Control for the Board’s • After each AEC meeting, a summary of audit reports (GIAD) Annual Audit Plan (AAP) for the FY2020, approval and its inclusion in the Annual Report. and key issues deliberated was tabled to the Board including its resource needs, to ensure audit for noting and/or further deliberation. emphasis was placed on critical risk areas based on • Reviewed and endorsed the AEC Report for the assessments of the risk levels of all the auditable Board’s approval and its inclusion in the Annual • Reviewed GIAD’s progress in completing its planned areas. Report. assignments on a half-yearly basis. • Deliberated and approved revisions to GIAD’s AAP Financial Reporting • Reviewed and assessed the GCIA’s performance, KPI during the course of the year to ensure it remained and recommended his remuneration package to the relevant, taking into account significant developments • Ensured compliance with salient regulatory Board for approval. requirements set out under the: within the Group as well as requests from regulators and Management. • Reviewed GIAD’s update on the Department’s Three- (a) Companies Act 2016 Year Strategic Roadmap which sets out GIAD’s • Deliberated and approved the revision to GIAD’s (b) Financial Services Act 2013 strategic initiatives and focus areas to be undertaken Risk-Based Audit Planning Methodology. (c) Islamic Financial Services Act 2013 over a three-year horizon, including the strategic (d) Capital Markets and Services Act 2007 priorities and focus areas for the FY2020. (e) Securities Commission Act 1993 • Deliberated and approved the engagement of an (f) MMLR of Bursa Securities external consultant to carry out an independent (g) Malaysian Financial Reporting Standard (MFRS) quality assurance review (QAR) on GIAD. applicable to the Group
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 47 Audit and Examination Committee Report
• Reviewed GIAD’s update on the progress in the • Reviewed the written assurance provided by the • GIAD focuses its efforts in accordance with the AAP implementation of data analytics capability within external auditors in respect of their independence. approved by the respective AECs, which is prioritised the Department. based on a comprehensive risk assessment of all • Reviewed and approved the appointment of the activities undertaken by the Group. This structured • Reviewed and deliberated on GIAD’s readiness and external auditors for the provision of non-audit risk assessment approach ensures that all risk-rated action plans in meeting the requirements set out in services to the Company and the Group. There is a areas are kept in view to ensure adequate audit key BNM’s Policy Documents, in particular Risk Group policy for the appointment of the statutory coverage at appropriate audit frequency (e.g. higher Management in Technology (RMiT). auditor for provision of non-audit services where the risk auditable areas in each business units are criteria and threshold for fees are set out, to ensure audited more frequently). The risk-based audit plan is External Audit the auditors’ independence is not impeded. The reviewed periodically, taking into account the professionalism, expertise, knowledge and relevant changes and developments in the business and its • Reviewed and discussed the following with the experience of the external auditors, and any potential operating environment. The risk-based Audit external auditors: conflict of interest are also considered prior to the Planning Methodology was reviewed and updated in appointment. the FY2020 to ensure it remains relevant, taking into (a) The Audit Planning Memorandum, scope of account latest developments within the Group and work for the year which included areas of Related Party Transactions the industry. emphasis and new areas, such as changes in laws and regulations, accounting standards, • Reviewed related party transactions and the • Apart from the above, GIAD also performs information technology systems, audit timeline adequacy of the Group’s procedures in identifying, investigations and ad-hoc reviews where there are and audit and non-audit fees; and monitoring, reporting and reviewing related party improper, illegal and dishonest acts, or as and when transactions. requested by regulators, Management or the (b) The results of the limited reviews and audits, Whistleblower ombudsperson. In addition, GIAD relevant audit reports and memorandum of • Reviewed quarterly reports on recurrent related participates actively in major system developments recommendations (Management letters) as party transactions of a revenue and trading nature. and project committees to advise on risk well as Management’s responses to the issues management and internal control matters. highlighted. • Reviewed and deliberated on the draft circular to shareholders on recurrent related party transactions. • The GCIA is also a permanent invitee for most Senior • Reviewed and assessed, the suitability and Management Committees, which enables GIAD to independence of external auditors in accordance Internal Audit Function keep abreast of all the developments within the with BNM’s Guidelines on External Auditors, and • The Group has an in-house internal audit function Group. recommended their re-appointment and annual which is carried out by GIAD and headed by the audit fees to the Board. GCIA, Encik Shamsul Bahrom Mohamed Ibrahim. • Overall, the main objective of the audit reviews is to GIAD is independent from the activities or operations assess the adequacy and effectiveness of risk • The criteria for appointment and annual assessment of other operating units within the Group and the management and systems of internal controls of the external auditors’ independence and GCIA reports directly to the Company’s AEC and the (including IT systems and infrastructure). These audit performance was based on the following: AECs of the respective entities within the Group. reviews assess the activities of the following functions: (a) The professional conduct of the external • GIAD operates under an audit charter mandated by auditors; the AEC (which was updated in the FY2020) giving it (a) Wholesale Banking (b) The level of knowledge, capabilities and unrestricted access to review all activities within the (b) Investment Banking experience of the external auditors; Group. The internal audit function is conducted on (c) Retail Banking (c) The quality of previous audit or work done and an AmBank Group-wide basis to ensure consistency (d) Business Banking level of engagement with the AEC and in the control environment and the application of (e) Islamic Banking Management; policies and procedures. (f) Digital Banking (d) The adequacy in audit coverage, effective (g) General Insurance planning and conduct of audit, which were (h) Funds and Asset Management assessed to be adequate; (i) Group Support Functions (e) The timeliness of service deliverables; (f) The independence and objectivity of the external auditors; (g) The audit partner must not have served for a continuous period of more than five years; and (h) An audit partner who has been rotated off the audit may resume the role of engagement partner only after a lapse of five years from the last audit engagement.
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• All GIAD reports are submitted to the AECs of the (3) Reports concluding results of the audits conducted SUITABILITY AND INDEPENDENCE OF EXTERNAL respective entities for review and deliberation. The along with detailed audit observations, audit AUDITORS AECs review and deliberate on the control lapses recommendations to improve and enhance the Messrs Ernst & Young PLT (EY) is the Company’s statutory and areas for enhancements highlighted by GIAD existing system of internal controls and work external auditors and the auditor of the Group’s together with the audit recommendations as well as procedures/processes, and Management responses consolidated accounts for the preparation of this Annual Management’s responses and action plans to rectify were prepared and issued to the auditees Report. The external auditors perform independent audits these lapses. concerned, Senior Management and the respective in accordance with the approved standards on auditing AECs; in Malaysia, and reports directly to the AEC. The AEC • All significant issues deliberated at the respective additionally: AECs are also reported to the AEC of the Company, (4) Conducted ad-hoc assignments and special reviews for information. as directed by the AECs, requested by Management (1) Approves all non-audit services; or regulators. Results of reviews undertaken were (2) Regularly reviews the independence of the external • In addition, there is an effective process in place to presented to the respective AECs for deliberation; auditors; ensure prompt resolution of audit issues by (3) Evaluates the effectiveness of the external auditors; Management. GIAD tables regular updates to the (5) Conducted compliance reviews mandated by the and AECs on all significant audit issues until such audit regulators to assess the level of compliance by the (4) Meets with the statutory external auditors at least issues are satisfactorily resolved. business units. Non-compliances were duly twice a year, without the presence of Management. highlighted to Management for prompt rectification; • In order to perform its functions effectively, auditors The AEC engages in regular discussions with the senior within GIAD are continuously being trained to equip (6) Conducted investigations and special reviews into audit partner from EY and acts as the key representative themselves with the requisite knowledge and skills, activities and matters as directed by the AECs or for overseeing the Group’s relationship with the external particularly in areas relating to Islamic banking, credit requested by Management including whistleblower auditors. In compliance with the Malaysian Institute of operations, investment banking, markets, general cases. The outcomes from the investigations were Accountants By-Law (On Professional Ethics, Conduct insurance, data analytics and regulatory matters. presented to the AEC concerned for deliberation; and Practice), audit partners are rotated every five years to ensure objectivity, independence and integrity of the • The total costs incurred to maintain the internal (7) Performed specific data analytics-driven audit audit opinions. The AEC undertakes an annual audit function for the FY2020 amounted to RM19.9 reviews on several business units/products to independence assessment of the external auditors and million (FY2019: RM17.2 million), comprising mainly provide an overview of the specified aspects of the the external auditors would also provide a written personnel cost, travelling and accommodation business and to highlight exceptional items noted, assurance to the AEC on their independence. expenses, and subsistence allowance. GIAD has a and recommendations for enhancements; budgeted headcount of 105. The current EY’s Engagement Partner of the Company, (8) Monitored, and validated the resolution of previous Encik Ahmad Qadri bin Jahubar Sathik is heading the audit issues and reported on the status of key audit of the Group effective FY2020 replacing the SUMMARY OF GIAD’S KEY ACTIVITIES outstanding audit issues to the Management previous engagement partner that has been rotated off Committee and to the AEC concerned; GIAD undertook the following activities during the the audit. FY2020: (9) Provided independent and objective reviews on The statutory external auditors are re-appointed by the the adequacy and effectiveness of internal controls (1) Determined and risk assessed all areas of activities shareholders of the Company annually, based on the established to mitigate the risk exposures in the within the Group and established the AAP. The AAP recommendation of the Board. implementation of new projects undertaken by the sets out the audit roadmap for the year and key business; areas of audit focus and emphasis; The statutory external auditors may not provide services that are perceived to be in conflict with its role. These (10) Participated in various Business Continuity (2) Completed various audit assignments as set out in include assisting in the preparation of the financial Management exercises to gauge and assess the the AAP, which was to provide independent statements and sub-contracting of operational activities readiness of businesses/systems to resume assessment and objective assurance on the normally undertaken by Management, and engagements operations within agreed timelines in the event of adequacy and the effectiveness of risk and where the external auditors may ultimately be required a disruption or disaster; and management controls over the business operations. to express an opinion on its own work. This included a mandatory review completed under (11) Attended meetings held by Group Management a co-sourcing arrangement with an external Committee, Group Management Risk Committee, consultant, with the report being tabled jointly to Group Information Technology Committee of the the respective AECs. Transfer of technical know- Board and Group Management Governance and how was embedded as part of the co-sourcing Compliance Committee as an invitee to provide arrangement, to ensure GIAD is able to perform independent feedback on the risk management, similar reviews going forward; control and governance aspects.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 49 Audit and Examination Committee Report
Specifically, the Group’s policy:
(1) Sets a threshold for fees of non-audit services by the external audit firm; and (2) Requires permitted non-audit services to be approved by the AEC.
The AEC has reviewed the summary of the non-audit services provided by the external auditors in the FY2020 and has confirmed that the provision of services is compatible with the general standard of independence for auditors.
During the financial year, the amount incurred by the Company and by the Group in respect of audit fees and non-audit related fees for services rendered by EY were as follows:
Audit Fees & Non-audit Related Fees by Company Audit Fees & Non-audit Related Fees by Group (RM’000) (RM’000) 5,957 215
3,978
115 105 2,501
1,697 1,345 29 938
Audit Services Regulatory Related fees Non-Audit Services Audit Services Regulatory Related fees Non-Audit Services
2020 2019 2020 2019
The Group’s non-audit services for the FY2020 comprised the following assignments:
(a) Regulatory-related fees
Group Regulatory Related Fees (RM’000) (i) Half year review 533 (ii) Review of annual submission to BNM 36 (iii) Audit of the Risk-Based Capital Statements 34 (iv) Review of BNM’s Insurance Companies Statistical System reporting forms 24 (v) Review of Statement on Risk Management & Internal Control 5 (vi) Agreed-upon procedures – PIDM submission 225 (vii) Agreed-upon procedures – Clients Assets Report 81
(b) Other fees
Group Non-Audit Services (RM’000) (i) Basel Model Validation 1,318 (ii) Actuarial modelling training (MFRS 17 Insurance Contracts) 27
Overall, the AEC was satisfied with the suitability of EY as external auditors of the Group based on the quality audit services provided and the professional as well as experienced staff assigned to perform the audit for the Group. During the financial year under review, a Request For Proposal (RFP) for the appointment of external auditors for the financial year ending 31 March 2021 (FY2021) was conducted by the Group. The RFP was part of the enhanced comprehensive review conducted by the Group to address the risk of familiarity threat. EY is being retained as external auditors based on assessment and results of the technical and commercial proposals received by the Group.
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COMPOSITION AND MEETING ATTENDANCE A total of eight meetings of the Company’s GNRC were held during the FY2020, and details of the meeting attendance are set out below:
Number of Meetings
Held During Name of Committee Members Tenure in Office Attended %
Voon Seng Chuan (Chairman) 8 8 100 (Senior Independent Non-Executive Director) Voon Seng Chuan Graham Kennedy Hodges 8 8 100 Chairman (Non-Independent Non-Executive Director) Soo Kim Wai 8 7 88 The Group Nomination and Remuneration (Non-Independent Non-Executive Director) Committee (GNRC or the Committee) comprises Seow Yoo Lin 8 7 88 five members, a majority of whom are independent. (Independent Non-Executive Director)
The GNRC assists the Board on the appointments Farina binti Farikhullah Khan 8 7 88 and assessment of Directors and Senior (Independent Non-Executive Director) Management as well as reviewing and assisting it in Datuk Shireen Ann Zaharah binti Muhiudeen 2 2 100 the establishment of the framework/methodology (Independent Non-Executive Director) for the remuneration of the Directors, the Group (Resigned on 30 June 2019) CEO and other Senior Management staff.
ROLES AND RESPONSIBILITIES OF GNRC The Committee’s is responsible for the following responsibilities and such other function(s) as may be requested by the Board:
Regular review of the Assessing the Recommending the Overseeing the Assessing the annual Recommending a Board’s overall performance and appointment of implementation of performance of key formal and composition (i.e. size, effectiveness of Directors to the Board AMMB Executives’ management transparent procedure skills, experience, individual and and Board Share Scheme (ESS) personnel against for developing the diversity, etc) and collective members of Committees and in accordance with balanced scorecard remuneration policy Board balance the Board and Board annual review of the the By-Laws of the and recommending for Directors, key Committees mix of skills, ESS the short and long management experience and term incentives and personnel and staff to competencies of the rewards to the Board the Board Board
The GNRC’s detailed roles and responsibilities are set out in its Terms of Reference, which is available on the Company’s corporate website at ambankgroup.com.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 51 Group Nomination and Remuneration Committee Report
SUMMARY OF KEY ACTIVITIES OF GNRC DURING FY2020
Board Matters Management Matters
Board Effectiveness Evaluation (BEE) for assessment year – assessed individual Reviewed and assessed C-Suites Scorecards; Directors, overall Board and its performance and effectiveness as a whole, and also reviewed the composition of the Board based on the required mix of skills, Recommended annual salary review pool allocation for employees; experience and other qualities of the Board; Reviewed and recommended the proposed change to employee benefits; Assessed the suitability of potential Director candidates to fill vacancy(ies) in the Board of the Company and subsidiaries without Nomination and Remuneration Reviewed and assessed the annual self-declaration of “Fit and Proper” criteria for Committee based on their professional qualifications, experience, integrity and the Directors and key management personnel; new skill set required by the respective Boards; Reviewed the Group’s Talent Pool and C-Suite Succession; Reviewed and assessed the performance of Directors who sought re-appointment prior to the expiry of their tenures approved by BNM and re-election at the Recommended the renewal of employment contract of key management personnel forthcoming AGM; together with their remuneration; and
Assessed Directors’ training needs to ensure all Directors receive appropriate Reviewed half-yearly KPI performance of key management personnel. continuous training;
Reviewed its Terms of Reference;
Updated on Board Gaps; and
Reviewed the Group Nomination and Remuneration Report for inclusion in the Annual Report.
Minutes of all GNRC meetings are tabled to the Board for noting. In addition, the GNRC Chairman would also apprise the Board on key discussions and matters of significant concern deliberated at the GNRC meetings.
BOARD KNOWLEDGE, SKILLS AND EXPERIENCE Performance Evaluation The Group conducts an annual Board Effectiveness Evaluation (BEE) exercise with the objective of assessing the performance of the Board as a whole, Board Committees and individual Directors.
The Board and Board Committees were evaluated based on the expectation that they are expected to perform their duties in a manner which should create and continue to build sustainable value for shareholders and in accordance with the duties and obligations imposed upon them under the law and guidelines issued by the regulatory authorities.
The results of the BEE form part of the basis for evaluation by the GNRC for the appointment and re-appointment of Directors.
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BOARD AND BOARD COMMITTEE EFFECTIVENESS
1. Board Responsibilities
2. 3. Board Board Composition Remuneration
4. 5. 6. Board Board Board Interaction & Committees Conduct Communication
8. 7. Group CEO/ Chairman CEO
9. 10. 11. Board Administration Directors Board Retreat and Process Training Session
DIRECTORS’ SELF AND PEER EVALUATION
Board Dynamics Integrity & Technical Recognition Independence 1 & Participation 2 Objective 3 Competencies 4 5
The BEE exercise was a process involving a questionnaire based self-assessment exercise where Directors assessed the performance of the Board, Board Committees and individual Directors.
The assessment of individual Directors took into consideration their contributions to the Board and their experience, competencies, integrity, commitment in meeting the requirements of the Group.
The results of the BEE exercise were presented to the GNRC and the Board in July 2020 to enable the Board to identify and put in place actions to address areas for improvement.
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 53 Group Nomination and Remuneration Committee Report
SELECTION AND APPOINTMENT OF DIRECTORS Process on Selection of Directors
Sourcing suitable Review of candidates by Appointment Board-wide skills, Identification of executive search Interview and by the Board 1 knowledge, 2 gaps and 3 firms and/or 4 evaluation by 5 and re-election experience and additional needs recommendation GNRC at AGM perspective from other Directors
Appointment of New Directors The policies and procedures for new appointments are as follows:
POLICIES
a. The GNRC will establish the minimum requirements on the skills and core competencies of a Director based on the annual review of the required mix of skills, experience and core competencies within the Board as well as to ascertain the “Fit and Proper” criteria for each Director.
b. When assessing a person to be nominated for election to the Board, the qualifications and skills to be considered by the GNRC, shall include, but are not limited to: • whether or not the person qualified as a Director under applicable laws and regulations, including applicable provisions of the MMLR of Bursa Securities; • whether or not the person meets the “Fit and Proper” criteria under BNM Guidelines; • whether or not the person is willing to serve as a Director and to commit the time necessary to perform the duties as a Director; • the contribution that the person can make to the Board and to the overall desired Board composition, taking into account the person’s business experience, education and such other factor as the Board may consider relevant; and • the character and integrity of the person.
c. The GNRC may identify Director candidate(s) using executive search firms and/or via recommendation from other Directors.
PROCEDURES
a. The GNRC will perform a preliminary assessment of potential candidates based on referrals from executive search firms or other Directors and shortlist candidates for interview. b. Once shortlisted, three members of the GNRC (one of whom shall be the GNRC chairperson) will interview the potential candidates to assess the suitability in terms of technical expertise, experience and the behavioural and culture fit with the Board in addition to ascertain the candidates’ interest, availability and terms of appointment. c. Upon completion of interview, interview results and the interviewers’ assessment of candidates will be tabled at the GNRC for further discussion and deliberation on the suitability of the candidate(s) for recommendation to the Board for appointment. d. Once potential Director candidate(s) are shortlisted for recommendation, the Company Secretary will conduct comprehensive reference checks, including checks on financial and character integrity, in line with regulatory requirements on the candidate(s). e. Upon completion of reference checks, the GNRC will recommend the proposed candidate(s) to the Board of the Company or to the Board of the respective subsidiaries. f. The Board will deliberate on the recommended candidates(s) and if deemed appropriate, shall approve subject to BNM’s approval. g. Upon approval by the Board, an application for the proposed appointment is submitted to BNM. h. Once approval from BNM is obtained, the candidate(s) has/have to complete the required statutory form. i. Upon appointment of the candidate(s), a letter(s) of appointment shall be issued to the candidate(s).
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Re-election and Re-appointment of Directors A candidate who was appointed as Director of the Directors who are due for re-election/re-appointment Company must seek re-election by shareholders at the are also subject to the following policies and procedures: The Company’s Constitution permits the Board to next Annual General Meeting (AGM). The Constitution of appoint a person to be a Director of the Company at any the Company further provides the rotation of Directors time, either to fill a casual vacancy or as an addition to whereby one-third or more of the Directors are to retire the existing Directors, and in any case, the number of at every AGM of the Company and that all Directors must Directors shall not be less than three. retire at least once in three years and shall be eligible for re-election.
POLICIES
a. Retirement of Directors by rotation will follow the requirements as stipulated in the Constitution of the Company.
b. Tenure of Directorship will follow the requirement as stipulated in the Company’s Board Charter and BNM Policy Document on Corporate Governance. Furthermore, the Group has in place a policy that limits the tenure of Independent Non-Executive Directors to a maximum of nine years.
PROCEDURES
a. The GNRC will assess the performance and contribution of each Director to the Board and Board Committees based on the results of the annual BEE and individual Directors’ self and peer assessment.
b. The GNRC will consider the current Directors in the same manner as other candidates, taking into consideration the Director’s performance during his or her term, including consideration of the following factors: • Compliance with governing legislations, regulations or guidelines, particularly conflict of interest, confidentiality, “Fit and Proper” criteria and duty of care provisions; and • Whether or not an independent Director still qualifies as “independent” under applicable laws and regulations, including provisions of the MMLR of Bursa Securities.
c. Based on the assessment results, the GNRC will recommend the Directors seeking re-appointment/re-election to the Board, who will then recommend to the shareholders for approval at the AGM.
d. For Directors seeking re-appointment pursuant to BNM-approved tenure, an application for the proposed re-appointment will be submitted to BNM for approval, upon approval by the Board.
Directors who are subject to re-election at the forthcoming AGM pursuant to Clause 94 of the Constitution of AMMB: • Voon Seng Chuan • Farina binti Farikhullah Khan
Directors who were appointed in the FY2020 and are subject to re-election at the forthcoming AGM pursuant to Clause 102 of the Constitution of AMMB:
• Hong Kean Yong • Dato’ Kong Sooi Lin
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 55 Group Nomination and Remuneration Committee Report
Succession Planning Governance of Talent and Succession Management (TSM)
The Group has established programmes to identify Provides strategic direction approves TSM outputs for employees with potential and nurture them through implementation with regards to Succession Plan for C-Suite career development opportunities for Senior & expatriate-filled positions BOARD Management positions. The development programme is closely monitored and managed by the Group Talent GRO NOMINA ION Reviews recommends proposed succession C-Suite Council (GTC) comprising members of the Senior AND REM NERA ION expatriate appointments to the Board for approval OMMI EE Management team within the Group. The GTC administers various programmes in accordance with the Board- Reviews approves TSM outputs development approved Talent and Succession Management (TSM) GRO plans for implementation and conduct annual talent Policy and terms of reference. ALEN O N IL
During the year, the GNRC was entrusted by the Board to review the succession planning and the talent pipeline REMUNERATION for Senior Management positions. The GNRC guides Director Management in refining the accelerated development approach to create a robust pool of qualified banking The Directors are paid Directors’ fees, Board Committee allowances, meeting allowances, stipend, benefits-in-kind and experts and supporting professionals. This includes Directors’ and Officers’ Liability Insurance coverage. pairing identified individuals with mentors and executive coaches, creating cross-functional training and exposure, The remuneration structure of the Non-Executive Directors is laid out as follows: and formal learning and assignments. Deputy Non-Executive In the event that there is no suitable internal candidate Directors Fees (per annum) Chairman Chairman Director within the accelerated development time frame, the Group will search for and identify external candidates. RM210,000 RM210,000 RM200,000
The GNRC closely monitors management positions and Note: Directors’ Fee is payable after shareholders’ approval at the AGM. succession pipelines, including top management positions at the Group level and heads of subsidiaries, in (per annum) particular the Chief Executive Officer and Chief Financial Board Committee Allowance Chairman Member Officer, whose appointments are subject to the approval Audit and Examination Committee (AEC) RM40,000 RM20,000 of BNM. Risk Management Committee (RMC) RM30,000 RM20,000 Group Nomination & Remuneration Committee (GNRC) RM30,000 RM20,000 In addition to appointments, the GNRC reviews several Group Information Technology Committee (GITC) RM30,000 RM20,000 areas including the reasons behind management-level and senior executive resignations, expatriate employee transfer of knowledge, manpower analysis and staffing Board Other requirements. All of these factors are considered towards Meeting Allowance Board Committee Meeting ensuring that the Group continues to be able to attract, RM2,500 per meeting motivate and retain the right talent pool.
The potential successor will be managed and his/her Allowance to the Chairman/Stipend (per annum) individual development plan will be tracked with Board RM1,440,000 structured interventions to build leadership and functional capability. Benefits-in-kind The Board has also entrusted the GNRC with the Medical (on claim basis) and any expenses incurred by the Directors in performing their duties. responsibility of reviewing the succession plans for Directors. Directors’ and Officers’ Liability Insurance A combined and shared policy limit of RM200.0 million (or any other amount as approved by the Board of the Company from time to time) in aggregate during the policy period covers the Group’s Directors in respect of any liabilities arising from any act committed in their capacity as Directors and Officers of the Group. The Directors and Officers are required to contribute jointly towards a portion of the premiums of the said policy.
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Details on the aggregate remuneration of the Directors of the Company (comprising remuneration received and/or receivable from the Company and its subsidiaries during the FY2020) are as follows:
Fee Emoluments1 Salary Benefit- (RM’000) (RM’000) and in-kind2 Total Name of Director Bonus AMMB Subsi AMMB Subsi (RM’000) (RM’000) Tan Sri Azman Hashim – 210 – 1,473 – 26 1,709 Graham Kennedy Hodges – 200 – 108 – 1 309 Soo Kim Wai – 200 150 103 100 21 574 Voon Seng Chuan – 200 160 197 265 2 824 Seow Yoo Lin – 200 150 152 58 2 562 Farina binti Farikhullah Khan – 200 150 108 105 4 567 Hong Kean Yong – 95 – 40 – 1 136 Dato’ Kong Sooi Lin – 84 63 41 23 – 211 Datuk Shireen Ann Zaharah Binti Muhiudeen (resigned on 30 June 2019) – 50 – 28 – 1 79
Notes: 1 Emoluments comprised Board Committee allowance, meeting allowance and allowance to the Chairman of the Board. 2 Benefit-in-kind comprised provision of medical claims and any expenses incurred by the Directors in performing their duties.
The remuneration of the following Directors who sit in other subsidiaries of the Group during the FY2020 is disclosed under the subsidiary column of the above table:
Voon Seng Chuan Soo Kim Wai Seow Yoo Lin
Director of AMMB and Director of AMMB and Director of AMMB and Chairman of AmBank (M) Berhad AmInvestment Bank Berhad AmBank (M) Berhad
Farina Dato’ Kong Sooi Lin binti Farikhullah Khan
Director of AMMB and Director of AMMB and AmInvestment Bank Berhad AmBank Islamic Berhad (Appointed on 30 October 2019)
AMMB HOLDINGS BERHAD 01 Leadership 02 Governance Framework 03 Performance Review 57 Group Nomination and Remuneration Committee Report
The number of Directors of the Company whose total remuneration during the FY2020 fall within the following band are as follows: Top 5 Employee Distribution by Function
Number of Director
Range of remuneration Executive Non-Executive Below RM100,000 – 1 RM100,001 – RM150,000 – 1 40% RM150,001 – RM200,000 – – RM200,001 – RM250,000 – 1 RM250,001 – RM300,000 – – 60% RM300,001 – RM350,000 – 1 ~ RM500,001 – RM550,000 – – RM550,001 – RM600,000 – 3 ~ RM800,001 – RM850,000 – 1 RM850,001 – RM900,000 – – ~ RM1,000,001 and above – 1 Support Function Business Function
Senior Management Top 5 Total Remuneration Composition The Board is of the view that the disclosure of the remuneration of the top five Senior Management on named basis in 3% bands of RM50,000 as required under Practice 7.2 of the MCCG 2017 is not to the Group’s advantage or best business interest, considering the highly competitive market for talent in the industry where poaching of Executive is a common practice. The number of Senior Management of the Company and its subsidiaries whose total remuneration during the FY2020 fall within the following band are as follows: 21%
Number of Senior 50% Range of remuneration Management Less than RM150,001 8 26% RM150,001 – RM200,000 5 RM200,001 – RM250,000 1 RM250,001 – RM300,000 4 RM300,001 – RM350,000 14 Fixed Cash Long Term Variable RM350,001 – RM400,000 8 Short Term Variable Benefits-in-kind RM400,001 – RM450,000 23 RM450,001 – RM500,000 21 Top 5 Total Remuneration vs RM500,001 – RM550,000 35 Rest of the Group RM550,001 – RM600,000 27 2% RM600,001 – RM1,000,000 98 ~RM1,000,001 and above 34 Grand Total 278
* Includes pro-rated remuneration for new hires
98%
Groupwide Top 5 Senior Management
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THE GROUP REMUNERATION OBJECTIVES The Group’s remuneration structure is governed by the GNRC and the Board approved Total Rewards Policy of the Group, where inputs from control functions and Board Risk Committees are solicited. This policy is applicable to all divisions and subsidiaries within the Group and seeks to ensure that we are able to attract, motivate and retain employees to deliver long term shareholder returns taking into consideration risk management principles and standards set out by the BNM Policy Document on Corporate Governance.
Independent review is conducted periodically to ensure that the Group’s Total Reward Policy and practice is in line with the industry practice and continues to support the Group’s Total Reward Philosophy. When formulating and refining the remuneration strategy, consideration is also given to align our remuneration approach with the Group’s medium to long term strategic objectives, culture and values in order to drive desired behaviours and achieve objectives set out in the balanced scorecard.
The following are the main thrusts of the Group’s remuneration strategy: