Function & Conduct

Board of Directors’ Composition, Function and Conduct

The Board of UOB (Malaysia) upholds strong corporate governance, which is vital to the Bank’s growth and success. The Board, together with Management, ensures that principles of good corporate governance are upheld and observed across the entire Bank. The Bank’s corporate governance practices are guided by the principles set out in the Policy on Corporate Governance issued by Bank Negara Malaysia (BNM) and the Malaysian Code on Corporate Governance.

Board Delegation

Four Board Committees, namely the Nominating Committee (NC), Remuneration Committee (RC), Risk Management Committee (RMC) and Audit Committee (AC) are set up to support and supplement the Board in its roles and responsibilities, through delegation of authority from the Board.

Each of the Board Committee operates within defined terms of reference (TORs) which set out the committee’s composition, roles and responsibilities, operating processes including decision-making by the committee and reporting to the Board. These TORs 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 ahead of the start of a calendar year. Additional meetings are held during the year if required by circumstances. Directors are informed of meeting dates well in advance and received comprehensive information related to the agenda items prior to 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.


Board Attendance
Directors’ attendance at Board and Board Committee meetings in 2025 is set out in the table below. The contributions of directors go beyond their attendance at formal meetings. Directors have individually or collectively engaged Management outside formal meetings in their oversight of the affairs of the Bank.

^ Chairman/Chairperson of Committee.
¹ Mr Ching Yew Chye resigned as Member of Audit Committee, Remuneration Committee and Nominating Committee on 1 January 2025.
² Mr Arthur Chin Shoon Chong was re-designated as Member of Audit Committee on 1 April 2025.
³ Datin Paduka Sarena Cheah Yean Tih was appointed as Independent Director of UOB (Malaysia) and Member of Audit Committee, Risk Management Committee, Remuneration Committee and Nominating Committee on 1 January 2025. Subsequently, she was re-designated as Chairperson of Audit Committee on 1 April 2025.

Board Independence, Composition and Diversity

The Board currently comprises six members, the majority of whom are independent directors. Mr Ching Yew Chye, Mr Arthur Chin Shoon Chong, Tunku Alina binti Raja Muhd Alias and Datin Paduka Sarena Cheah Yean Tih (who was appointed on 1 January 2025) 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 behaviour 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. Collectively, the directors have vast and varied experience in banking, finance, technology, business and management, and the skills and expertise relevant to the business of the Bank. The Board leverages the range of skills, expertise, experience and insights of its members in the discharge of its duties. The on-going review, appointment and re-appointment of the directors has ensured that the Board comprises a composition of longer-serving directors and newer ones to provide continuity and stability and to facilitate knowledge transfer.

The NC also adopts a Board skills map that charts the skills, expertise and experience of the incumbent directors, which serves as a resource to help identify any capabilities that could be enhanced in the Board and Board Committees. 

Induction and Continuous Development

Training and development are important to enable the Board to keep abreast of prudential requirements and best practices. For the year under review, the Board had attended various training programmes related to their duties as directors including board culture, Islamic finance, artificial intelligence, sustainability, banking trends, technology risk management, cyber security and anti-money laundering. As part of the Bank’s continuous development programmes, new and existing directors receive training on topics that are relevant to the business of the Bank and thereby providing the directors with the relevant knowledge and skills to perform their roles effectively. They also attended external programmes organised by FIDE Forum and Asia School of Business.

A new director receives an induction package upon appointment. The package includes amongst other materials, the articles of directorship which enumerate a director’s general duties, obligations and responsibilities, the Board Charter, TORs 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 expense of the Bank.

Whether individually or as a group, directors may seek independent professional advice in the course of discharging their duties at the Bank’s expense.

Board Charter
Click here for the Board Charter of UOB (Malaysia)

Constitution
Click here for the Constitution of UOB (Malaysia).