For Malayan Banking Berhad, the scope and principles of corporate governance are in accordance with a view to continuously enhancing stakeholder value, increasing investor confidence, establishing customer trust and building a competitive organisation whiles at the same time not losing sight of its international stakeholders by establishing and overseeing requisite cross-border governance policies and processes.
The Maybank Group's corporate governance model adopts the Malaysian Code on Corporate Governance 2012 (referred to herein as "the code" or MCCG 2012). They are also in compliance with Bank Negara Malaysia's revised guidelines on corporate governance for licensed institutions, Bursa Malaysia Securities Berhad's Main Market Listing Requirements, Green Book on Enhancing Board Effectiveness by athe Putrajaya Committee on Government Linked Companies High Performance, Corporate Governance Guide by Bursa Malaysia and Minority Shareholders Watchdog Group's Corporate Governance Guidelines.
The Board of Maybank Group aims to achieve the highest standards of business integrity, ethics and professionalism across all of the Group's activities. The fundamental approach adopted is to ensure that the right executive leadership, strategy and internal controls for risk management are well in place. Nonetheless, the Board also continuously reviews its governance model to ensure its relevance; effectiveness and ability to meet the challenges of the future remain sustainable.
The Maybank Board is responsible for the periodic review and approval of the overall strategies, business, organisation and significant policies of the Bank and the Group. The Board also sets the Group's core values, adopts proper standards to ensure that the Bank operates with integrity and complies with the relevant rules and regulations. The board is also responsible for reviewing and approving the strategies and business plans for the Bank and Group, identifying and managing principal risks affecting the Group, reviewing the adequacy and integrity of the Group's internal control system, overseeing the conduct and the performance, reviewing succession planning and talent management plans, approving new policies pertaining to boardroom diversity, approving changes to the corporate organisation structure, approving the appointment of Directors and Directors', approving policies relating to corporate branding and reviewing the Group's strategies on promotion of sustainability focusing on environmental, social and governance aspects.
For Public Bank Berhad, its scope and principles are in such that the Board of Directors are fully committed to maintaining the highest standards in corporate governance, professionalism and integrity in driving Public Bank to create and deliver long-term sustainable shareholder value. Public Bank in 2012 is also in compliance with the principles and recommendations of the Malaysian Code on Corporate Governance 2012 (MCCG 2012) as well as licensed under the above mentioned in Maybank Berhad.
In Public Bank, the Board delegates the day-to-day management of Public Bank's business to the Board Executive Committee but reserves for its consideration significant matters such as the approval of financial results, declaration of dividends, risk appetite setting, short-term and medium-term business plans, annual budget, governance structure for implementation of internal capital adequacy assessment process (ICAAP) and Public Bank Groups ICAAP Framework, capital management plan, credit policy and appointment of key responsible persons.
The principle responsibilities of the Board are such as formulating the Bank's annual business plans and the medium-term and long-term strategic plans, approving the Bank's annual budget and carrying out periodic review of the achievements by the various operating divisions against their respective business targets, prescribing the minimum standards and establishing policies on the management of credit risks and other key areas of the Bank's operations, overseeing of the Bank's business operations and financial performance, ensuring that the operating infrastructure, systems of control, systems for risk identification and management, financial and operational controls are in place and properly implemented and lastly to undertake various functions and responsibilities as specified in the guidelines and directives issued by BNM from time to time.
In view of Maxis Berhad, the Board has formally adopted a Board Charter that clearly sets out the role, functions, composition, operation and processes of the Board. The Board Charter was published on Maxis' Corporate website as soon as it was finalised and approved by the Board. It seeks to ensure that all Board members are aware of their duties and responsibilities as Board members. It also acts as a source of reference and primary induction literature for prospective Board members and Senior Management. It is also intended to assist the Board in assessing its collective performance and that of each individual Director.
The Board charter assumes its duties and responsibilities in reviewing, adopting and monitoring the implementation of a strategic business plan for the Group, overseeing the conduct of the Group's business to evaluate whether the business is being properly managed. This includes ensuring that there are measures in place against which management's performance can be assessed, identifying principal risks and ensuring the implementation of appropriate systems to manage these risks, succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing key management, developing and implementing an investor relations programme or shareholder communications policy for the Group and encouraging the use of information technology for effective dissemination of information, reviewing the adequacy and integrity of the Group's systems of internal control and of management information, including ensuring that a sound risk management framework, reporting framework and systems for compliance with applicable laws, regulations, rules, directives and guidelines are in place and reviewing, adopting and implementing appropriate corporate disclosure policies and procedures.
