Board of Directors’ Composition, Function and Conduct
The UOB (Malaysia) Board is committed to upholding good corporate governance which is integral to the Bank’s growth and success. The Board works with Management to ensure that good corporate governance principles are observed at all levels of the Bank. The Bank’s corporate governance practices are guided by the principles and best practices as set out in Bank Negara Malaysia (BNM)’s Guidelines on Corporate Governance and the Malaysian Code on Corporate Governance.
The Board is responsible for providing strategic direction, entrepreneurial leadership and guidance, ensuring true and fair financial statements, monitoring financial performance, determining capital/debt structure, reviewing risk management framework and processes as well as approving annual budgets and matters reserved to the Board by law and regulators’ requirements.
The Board receives updates through regular management reports. These allow the Board to oversee the Bank’s performance, operations and governance initiatives.
The Board recognises the need to be more nimble in discharge of its responsibilities, hence the Board has delegated certain duties to four Board Committees , namely the Nominating Committee (NC), Remuneration Committee (RC), Risk Management Committee (RMC) and Audit Committee (AC).
Each of the Board Committee has written terms of reference which set out the committee’s composition, roles and responsibilities, operating processes including decision-making by the committee and reporting back to the Board. These are reviewed annually for continued relevance. After each Board Committee meeting, the chairman/chairperson of the respective Board Committees reports to the Board on significant issues and concerns discussed, and where applicable, recommendations made during the meetings.
Common membership in the Board Committees facilitates the sharing of information between relevant Board Committees and enables better coordination of the work among the Board Committees.
Board and Board Committee Meetings
Board and Board Committee meetings are scheduled well before the start of a calendar year. Additional meetings are held during the year when warranted by circumstances. Directors are informed of meeting dates well in advance and received comprehensive information related to the agenda items ahead of a meeting. Papers for a meeting are uploaded onto a secure portal which directors can access via tablet devices provided by the Bank.
Managing Potential Conflicts of Interests
Each director is required to act honestly, in good faith and with due care and diligence when exercising his/her powers. All directors have to notify the Bank in a timely manner of any change in interests or other appointments. Where a director has an interest in a matter being discussed, he/she is required to recuse himself/herself from the discussion and abstain from voting on the matter.
Directors’ attendance at Board and Board Committee meetings in 2018 is set out in the table below.
|Number of meetings attended in 2018|
Risk Management Committee
Dr Wee Cho Yaw
Mr Ong Yew Huat
Mr Wee Ee Cheong
Dato' Jeffrey Ng Tiong Lip
Puan Fatimah Binti Merican
Mr Ching Yew Chye
Mr Wong Kim Choong
Number of meetings held in 2018
^ Chairman/Chairperson of Committee.
Board Independence, Composition and Diversity
The Board currently comprises seven members, the majority of whom are independent directors. Dato’ Jeffrey Ng Tiong Lip, Puan Fatimah Binti Merican, Mr Ching Yew Chye and Datuk Phang Ah Tong are independent directors. Annually, the NC assists the Board to assess the overall composition and effectiveness of the Board and Board Committees as well as each director’s independence according to the criteria in BNM’s Guidelines on Corporate Governance. For the year under review, the NC concluded that the independent directors continue to demonstrate conduct and behavior that are essential indicators of independence and that each of them continues to fulfil the definition of independence.
The profiles of the directors can be found in the Board of Directors section of this report. Collectively, the directors have vast and varied experience in banking, finance, business and management, and the skills and expertise relevant to the business of the Bank. The Board leverages the range of deep skills, expertise, experience and insights of its members in the discharge of its duties.
Induction and Continuous Development
The directors also recognise the importance of training and development to keep abreast of prudential requirements and best practices. For the year under review, they attended various training programmes related to their duties as directors including governance and risk management practices, updates on accounting standards, digital development in Malaysia and the Bank, cyber security and anti-money laundering. Through the Bank’s continuous development programmes, new and existing directors receive training on topics that are relevant to the business of the Bank thereby equipping directors with the relevant knowledge and skills to perform their role effectively. They also attended external programmes organised by FIDE Forum.
A new director receives an induction package upon appointment. The package includes among other materials, the articles of directorship which enumerate a director’s general duties, obligations and responsibilities, the Board Charter, terms of reference of the Board Committees, and guidance on directors’ duties and relevant company policies. The induction process consists of meetings with key senior management and briefings on key areas of the Bank’s business, risk management and support functions. A new director who is also appointed to serve on Board Committees is briefed on specialised or technical topics relevant to the activities of those Board Committees.
Access to Information
Directors have unfettered access to information, the internal and external auditors and senior management for the purpose of carrying out their duties. Comprehensive information is provided to directors in advance of each meeting to enable their deliberation and decision-making at the meeting. The information provided includes financial, strategic, risk management and operational reports. Directors may approach Management should they require additional information. Senior executives are present at meetings to provide additional information or clarification on matters tabled. Where relevant, professional advisers may be invited to brief the Board or Board Committees.
Whether individually or as a group, directors may seek independent professional advice in the course of discharging their duties at the Bank’s expense.
Click here for the Board Charter of UOB (Malaysia).
Click here for the Constitution of UOB (Malaysia).