Affin Bank Berhad | Annual Report 2020

183 II. BOARD COMPOSITION 1. Board Composition and Balance The composition of the Board reflects a good measure of objectivity and impartiality in order to ensure that the interest of the minority shareholders is not compromised. The influence of the nominees from the major shareholders of the Bank is balanced by the presence of the majority Independent Directors on the Board whose collective views carry significant weight in the Board’s deliberation and decision-making process. Senior Management is not a member of the Board or Board Committees. The current Board composition of which majority is Independent Directors exceeds the MMLR and BNM CG requirements. The Directors fulfill the fit and proper criteria as specified in the Financial Services Act 2013 and the BNM Policy Document on Fit and Proper Criteria. The size and composition of the Board are reviewed from time to time in order to ensure that the Board comprises strong and dynamic individuals with relevant skills and competencies necessary to drive the Bank towards achieving sustainability and viability. The existing size and composition of the Board are able to promote effective deliberation, encourages the active participation of all Directors and allows the work to be discharged without giving rise to an over-extension of Directors who are required to serve on multiple Board Committees. Board Independence To ensure the independence of the Board as well as to encourage fresh views and ideas, the Board had adopted the maximum tenure of nine (9) years of service for Independent Director within the Group. The Independent Director shall, upon reaching the maximum tenure of nine (9) years of service and subject to the approval of BNM for his/her re-appointment as Director, remain as a Director but shall be re-designated as Non-Independent Non- Executive Director. Represented on the Board are Independent Non-Executive Directors who bring their independent advice, views and judgement on the decision-making process of the Bank to ensure that a balanced, robust and unbiased deliberation process is in place to safeguard the interests of other stakeholders. Board Diversity The broad range of experience, skills and knowledge of the Directors effectively facilitate the discharge of the Board’s stewardship. The Bank promotes diversity in Board as it recognises the values and the unique contribution from Directors with diverse individual background, skills, experiences, perspectives and nationality. In promoting diversity, gender and opportunities, the Board in its appointments and composition pays due recognition and weightage to the skills, experience and business acumen of the Directors. The Board reviews the appropriate mix of skills, experience, age, gender, cultural background and knowledge required of its members, in the context of the needs of the Bank’s businesses and strategies. CORPORATE GOVERNANCE OVERVIEW STATEMENT AFFIN BANK BERHAD 197501003274 (25046-T) | ANNUAL REPORT 2020 Independent Non-Executive Director (7) Non-Independent Non-Executive Director (3) BOARD 30 % 70 %