03. The primary objective of the "Guidelines on Corporate Governance for Licensed Institutions" (the Guidelines) is to promote the adoption of effective and high standards of corporate governance practices by Licensed Institutions and Bank Holding Companies/Financial Holding Companies). Given below are some parts of Bank Kami Berhad's ("BKB") Corporate Governance Statement of their Board's Committees. Remuneration Committee ("RC") The RMC was established with the objective to oversee senior management's activities in managing credit, market, liquidity, operational, legal, and other risk and to ensure that the risk management process is in place and functioning. The RMC's functions and responsibilities are set out in the Terms of Reference (TOR") which is published on the Company's website. During the financial ended 30 December 2020, two (2) RMC meetings were held, and the attendance of the RMC members was as follows: Required: Evaluate the Corporate Governance Statement for each of BKB's Board's Committees and conclude whether BKB was following the appropriate action in accordance with Corporate Goverance Standard and Practices of Bank Negara Malaysia ("CG-BNM") in relation to their Board Committees. Support your answer with detail explanation. (15 marks) [Total: 15 marks] Attendance 2/2 22 The RC was established on 30 October 2008 with the objective to provide a formal and transparent procedure for developing remuneration policy for directors, CEOs and key senior management officers and ensuring that compensation is competitive and consistent with the licensed institution's culture, objectives, and strategy. The RC's functions and responsibilities are set out in the Terms of Reference ("TR") which is published on the Company's website. During the financial year ended 30 December 2020, two (2) RC meetings were held, and the attendance of the RC members was as follows: Member Ybhg Tan Sri Adam Ali (Independent Non-Executive Director/ Chairman) Ybhg Datuk Norman Zharif (Independent Non-Executive Director) Puan Aliaa Maisarah (Non-Independent Non-Executive Director) Mr Yap Ah Loy (Non-Independent Non-Executive Director) 2/2 1/2 Attendance 3/3 Audit Committee ("AC") 1/1 Member Ybhg Tan Sri Fakhrul Radzi, (Independent Non-Executive Director/ Chairman) Ybhg Datuk Danish Imran (1) (Independent Non-Executive Director) Mrs Lim Wan Leng (Non-Independent Non-Executive Director) Mr Lee Boon Heong (2) (Non-Independent Non-Executive Director) The AC's functions and responsibilities are set out in the Terms of Reference (TOR") which is published on the Company's website. During the financial ended 30 December 2020, two (2) AC meetings were held, and the attendance of the AC members was as follows: 3/3 1/2 Question 3 (Continued) Question 3 (Continued) The tenure of all independent directors on the RC does not exceed 9 years. Pursuant the Tenure Policy, an independent director who has served on the Board for a period of 9 years has resigned from his post upon the expiry of his term of office approved by BNM without any intention to continue in office. The newly appointed independent has declared his independence, and the Nominating Committee (NC) and the Board have determined, at the annual assessment carried out, that the independent director will continue to bring independent and objective judgment to Board deliberations and decision making. The written approval of BNM for the term in the office was obtained on 25 May 2020. The remuneration of senior management and material risk takers are presented and approved by the Board bi-annually. RC is enhancing the process of this review of Management scorecards to include formal review by Risk and Compliance to ensure adequate weightages are placed on risk and compliance related KPIs. The full committee shall meet at least once a year to review the remuneration packages of the directors, CEOs and key senior management officers. Risk Management Committee ("RMC") Member Attendance Ybhg Datuk Teo Bee Yin 3/3 (Independent Non-Executive Director/ Chairman) Ybhg Dato' Zaid Ali (Dependent Director) 3/3 (Independent Non-Executive Director) Encik Syafiq Kyle (Dependent Director) 3/3 (Independent Non-Executive Director) The AC has made a recommendation to the Board on the appointment of KPMG as a new external auditor in line with the BNM's mandatory rotation of engagement partner after a period of 5 years. The appointment took effect from 25 January 2020 with the approval from the Board The AC has reviewed the independence of extemal auditors annually and ensure that other non-audit work shall not conflict with the functions extemal auditors. During the financial year under review, the extemal auditors met with the AC to: present the scope of the audit before the commencement of audit; and review the results of the audit as well as the management letter after the conclusion of the audit. The external auditors meet with the AC members at least twice a year with the presence of Executive Directors and management. 03. The primary objective of the "Guidelines on Corporate Governance for Licensed Institutions" (the Guidelines) is to promote the adoption of effective and high standards of corporate governance practices by Licensed Institutions and Bank Holding Companies/Financial Holding Companies). Given below are some parts of Bank Kami Berhad's ("BKB") Corporate Governance Statement of their Board's Committees. Remuneration Committee ("RC") The RMC was established with the objective to oversee senior management's activities in managing credit, market, liquidity, operational, legal, and other risk and to ensure that the risk management process is in place and functioning. The RMC's functions and responsibilities are set out in the Terms of Reference (TOR") which is published on the Company's website. During the financial ended 30 December 2020, two (2) RMC meetings were held, and the attendance of the RMC members was as follows: Required: Evaluate the Corporate Governance Statement for each of BKB's Board's Committees and conclude whether BKB was following the appropriate action in accordance with Corporate Goverance Standard and Practices of Bank Negara Malaysia ("CG-BNM") in relation to their Board Committees. Support your answer with detail explanation. (15 marks) [Total: 15 marks] Attendance 2/2 22 The RC was established on 30 October 2008 with the objective to provide a formal and transparent procedure for developing remuneration policy for directors, CEOs and key senior management officers and ensuring that compensation is competitive and consistent with the licensed institution's culture, objectives, and strategy. The RC's functions and responsibilities are set out in the Terms of Reference ("TR") which is published on the Company's website. During the financial year ended 30 December 2020, two (2) RC meetings were held, and the attendance of the RC members was as follows: Member Ybhg Tan Sri Adam Ali (Independent Non-Executive Director/ Chairman) Ybhg Datuk Norman Zharif (Independent Non-Executive Director) Puan Aliaa Maisarah (Non-Independent Non-Executive Director) Mr Yap Ah Loy (Non-Independent Non-Executive Director) 2/2 1/2 Attendance 3/3 Audit Committee ("AC") 1/1 Member Ybhg Tan Sri Fakhrul Radzi, (Independent Non-Executive Director/ Chairman) Ybhg Datuk Danish Imran (1) (Independent Non-Executive Director) Mrs Lim Wan Leng (Non-Independent Non-Executive Director) Mr Lee Boon Heong (2) (Non-Independent Non-Executive Director) The AC's functions and responsibilities are set out in the Terms of Reference (TOR") which is published on the Company's website. During the financial ended 30 December 2020, two (2) AC meetings were held, and the attendance of the AC members was as follows: 3/3 1/2 Question 3 (Continued) Question 3 (Continued) The tenure of all independent directors on the RC does not exceed 9 years. Pursuant the Tenure Policy, an independent director who has served on the Board for a period of 9 years has resigned from his post upon the expiry of his term of office approved by BNM without any intention to continue in office. The newly appointed independent has declared his independence, and the Nominating Committee (NC) and the Board have determined, at the annual assessment carried out, that the independent director will continue to bring independent and objective judgment to Board deliberations and decision making. The written approval of BNM for the term in the office was obtained on 25 May 2020. The remuneration of senior management and material risk takers are presented and approved by the Board bi-annually. RC is enhancing the process of this review of Management scorecards to include formal review by Risk and Compliance to ensure adequate weightages are placed on risk and compliance related KPIs. The full committee shall meet at least once a year to review the remuneration packages of the directors, CEOs and key senior management officers. Risk Management Committee ("RMC") Member Attendance Ybhg Datuk Teo Bee Yin 3/3 (Independent Non-Executive Director/ Chairman) Ybhg Dato' Zaid Ali (Dependent Director) 3/3 (Independent Non-Executive Director) Encik Syafiq Kyle (Dependent Director) 3/3 (Independent Non-Executive Director) The AC has made a recommendation to the Board on the appointment of KPMG as a new external auditor in line with the BNM's mandatory rotation of engagement partner after a period of 5 years. The appointment took effect from 25 January 2020 with the approval from the Board The AC has reviewed the independence of extemal auditors annually and ensure that other non-audit work shall not conflict with the functions extemal auditors. During the financial year under review, the extemal auditors met with the AC to: present the scope of the audit before the commencement of audit; and review the results of the audit as well as the management letter after the conclusion of the audit. The external auditors meet with the AC members at least twice a year with the presence of Executive Directors and management