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MAHALETCHUMY PBS1311005

PRIYA PBS1311222

VILASINI NARAYANAN GM04966

YAMINI PBS1311223

MALAYSIA AND CG

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

BACKGROUND

CIMB Group’s roots can be traced back nearly 90years (around 1920s)

Grown alongside ASEAN – from a nichemerchant bank in Malaysia to a regional bankingpowerhouse.

CORPORATE GOVERNANCE IN CIMB

• Compliance with the Malaysian Code of Corporate Governance 2012(MCCG 2012)

• Adopts recommended principles and best practices of the ASEANCorporate Governance Scorecard (ASEAN CGS)

• Ranked #2 amongst the Top 500 public listed companies in Malaysia in theMalaysia-ASEAN Corporate Governance Index 2013 (published in MinorityShareholder Watchdog Group (MSWG))

AWARDS AND RECOGNITION TO CIMB ON CORPORATE GOVERNANCE

Top five Overall Corporate Governance Award - MSWG

Top three Corporate Governance Transparency Award – MSWG

Best Environmental, Social and Corporate Governance Award – MSWG

Best for Shareholders’ Rights and Equitable Treatment in Malaysia –Asiamoney Corporate Governance Poll

DIRECTORS• CIMB Group is governed by a Board of Directors

who is accountable to stakeholders for thestrategic direction of CIMB Group and the pursuitof value creation for Shareholders.

• Board Composition and Balance

Dato' Sri Nazir Razak

Chairman / Non-Independent Non-Executive Director

DIRECTORS

• Directors’ Independence

The Board, in considering the independence of a Director, needs to alsodetermine that the Director does not have a material relationship withCIMB Group, other than solely as a consequence of being a Director.

Additonal Criteria

1. The individual is free from any business or other relationship whichcan materially pose any conflict of interest or interfere with theexercise of Director’s judgement or will be disadvantageous toCIMB Group or CIMB Group’s interest.

2. The individual’s ability to provide objective challenges andconstructive feedback to Management, focusing on root cause ofissues and potential actions required to rectify the issues discussed;and

3. The individual’s readiness to challenge others’ assumptions, beliefsor viewpoints for the good of CIMB Group.

COMPANY SECRETARY

• Datin Rossaya Mohd Nashir - GroupCompany Secretary.

• Responsible for advising andassisting the Board on mattersrelating to the affairs of theCompany.

• All Directors have access to theadvice and services of the GroupCompany Secretary.

• Facilitates the communication of keydecisions and policies between theBoard, Board Committees andSenior Management.

• CS’s appointment and removal is amatter reserved for the Board.

Company Secretary also undertakes thefollowing roles in three main key areas:

SHAREHOLDER

COMPANYBOARD

Assisting in managing shareholders’

communication and resolving their

enquiries.

Organizing shareholders’ meeting as well as the preparation of the meeting’s agenda, invitation to

the meeting, documents required for the meeting, the Annual

Report, and the minutes of the meeting.

Managing relationship with external stakeholders.

SHAREHOLDER

Facilitating highest standards of governance practices among

CIMB Group entities and identifying areas for

enhancements.

Ensuring that CIMB Group complies with the statutory

obligations under the relevant laws and regulations.

Monitoring and ensuring that CIMB Group’s governance

framework complies with the MCCG 2012, BNM/RH/GL 001-1,

the MMLR and the relevant laws, regulations and guidelines.

Maintaining the safe keeping of statutory records of the

companies within CIMB Group in compliance with applicable laws

and regulations.

COMPANY

Managing Board and Shareholder

processes group-wide.

Ensuring procedures for the appointment

of Directors is adhered to.

Organising induction programmes for new

Directors.

Organizing and assisting in Directors’

Training.

Updating the Board of Directors on any developments and changes in laws, regulations and guidelines pertaining to the statutory duties and code of conduct of Directors, Boards and Shareholders’ Meetings, and its impact to CIMB Group’s business in the jurisdictions within which

CIMB Group operates.

Assisting Directors and Senior Management in the execution of various corporate proposals

by ensuring Board decisions and instructions are properly

carried out and communicated.

BOARD

Point of contact for source of information in

assisting the Board in its decision-making.

Point of contact for source of information in

assisting the Board in its decision-making

processes.

AUDIT COMMITTE

The Audit Committee is chaired by Dato’Zainal Abidin Putih and the members areWatanan Petersik and GlennMuhammad Surya Yusuf, all of whom areIndependent Directors.

Main areas of oversight

• Financial Reporting

• Internal controls

• Internal audit function

• External audits of Oversight

The Audit Committee keeps the Boardinformed of its activities andrecommendations from time to time.

External Auditors : PricewaterhouseCoopers (PwC)

TOR OF AUDIT COMMITTEE

Others

Audit findings/internal control/compliance

External audit

Internal audit

Internal controls/risk management/governance

DISCLAIMER

• All information stated in this presentation regarding CIMB are taken from CIMB official website and its Annual Report.

• The SunDaily was referred and quoted. • This group SHALL not be responsible or held liable for any misconception or

confusion faced by the audience.

References

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

• http://www.cimb.com/en/who-we-are/overview/corporate-governance/directors.html

• http://www.cimb.com/en/who-we-are/overview/corporate-governance/board-committees.html

• http://www.cimb.com/en/who-we-are/overview/corporate-governance/accountability-and-audit.html

• http://www.cimb.com/en/who-we-are/leadership/board-of-directors/cimb-group.html

• http://www.cimb.com/content/dam/cimbgroup/pdf-files/annual-reports/cimb_annual_report_2014.pdf

• http://www.cimb.com/content/dam/cimbgroup/pdf-files/corporate-governance/Minutes_of_57th_AGM_2014_For_Publication.pdf