Affin Bank Berhad | Annual Report 2020

181 The Corporate Governance Framework will be continuously reviewed to ensure that it remains relevant and align with the Companies Act, 2016, MMLR, BNM CG, MCCG as well as best practices and guidelines. This statement provides an overview of the Bank’s application of the three (3) key principles of good corporate governance as set out in the MCCG. The Bank’s application of each of the practices set out in the MCCG is disclosed in the Corporate Governance Report which is available on the Bank’s website at www.affinbank.com.my PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS I. BOARD RESPONSIBILITIES 1. Clear roles and responsibilities The Board is the principal decision-making body for all significant matters affecting the Bank and is accountable to shareholders for creating and delivering sustainable value. This includes formulating and reviewing the Bank’s strategic plans and key policies, as well as the Bank’s business operations. The Board and Management hold an annual strategic meeting to set the Bank’s strategies and review the strategic direction of the Bank and the Group. The Board exercises overall responsibilities in promoting good corporate governance, adopts framework of internal controls, risk management and compliance practices throughout the Bank. The Board ensures that the system of internal control is sound and sufficient to safeguard shareholders’ investment, depositors/customers’ interest and the Bank’s assets. Notwithstanding this, there are ongoing reviews to ensure the effectiveness, adequacy and integrity of the systems. In order to promote a culture of integrity and transparency throughout the Bank, all Directors are required to maintain high standards of transparency, integrity and honesty. This standard serves as the basis that govern Directors’ conduct and their relationship with the Bank’s stakeholders. The roles and responsibilities of the Board are set out in the Bank’s Board Charter which is available on the Bank’s website at www.affinbank.com.my . The Board Charter sets out the demarcation of the mandate, roles and responsibilities, and procedures of the Board and Board Committees (both individually and collectively), in setting the direction, management and control of the Bank in accordance with the principles of good corporate governance as set out in the policy documents and guidelines issued by BNM and relevant regulatory authorities. The Board Charter outlines the issues and matters reserved for the Board. 2. Separation of Positions of the Chairman and President & Group Chief Executive Officer (“PGCEO”) The Bank is headed by the Chairman, whose roles are strictly separated and distinct from the PGCEO. The respective roles of the Chairman and PGCEO are clearly defined and documented in the Board Charter so as to promote accountability and facilitate division of responsibilities between them and to further ensure a balance of power and authority. The Chairman is responsible for leading the Board in its collective oversight of management. He ensures the smooth functioning of the Board and that procedures and processes are in place to facilitate effective conduct of business by the Board. The PGCEO focuses on the business and day-to-day management of the Bank and responsible for developing business strategies and ensure implementation of such strategies and policies. The balance of responsibilities between the Chairman and PGCEO is regularly reviewed to ensure the division of functions remains appropriate to the needs of the Bank. CORPORATE GOVERNANCE OVERVIEW STATEMENT AFFIN BANK BERHAD 197501003274 (25046-T) | ANNUAL REPORT 2020