EFFECTIVENESS OF THE BOARD OF DIRECTORS

Board Composition and Balance

As the largest banking group in the country, the crucial importance of a continuous and effective guidance and direction of its Board of Directors is firmly acknowledged. It is therefore only proper that particular attention is given to the composition and balance of the Board to ensure that it meaningfully as well as effectively embodies not only the necessary experience drawn from the relevant industry and the regulatory environment in which the Bank operates, but also possesses the appropriate business, financial and risk management skills. The Board considers objectivity and integrity, as well as the relevant skills, knowledge, experience, mindset and ability, necessary to assist the Board in discharging its roles and responsibilities, as the pre-requisites for each appointment of a new director on the Board of Maybank. The directors’ relevant industry background ensures that they have the understanding of the fiduciary duties and responsibilities of the board of directors and the ability to better appreciate the industry within which Maybank operates, as well as its current and future competitive environment.

Maybank Board’s on-going holistic review of its very own transition and succession planning exercise is a key initiative formulated by the Board in 2007.

The Board’s transition and succession planning exercise is an important initiative of the Bank, designed to be in line with international best practices on Board Governance and Effectiveness. It is also at the same time intended to ensure that the Board members possess the critical competencies necessary to continuously rejuvenate and strengthen the Board’s prevailing skills mix in order to better position the Maybank Group in facing the present global financial crisis as well as the increasingly challenging operating environment domestically, as well as regionally, now and going forward.

The Board is in compliance with Paragraph 15.02 of the Listing Requirements as more than half of its members are independent directors.

The composition of the Board fairly reflects the interest of the majority shareholder, which is adequately represented by the appointment of its nominee directors without compromising the interest of the minority shareholders. The influence of the nominees for the major shareholder of Maybank is balanced by the presence of the independent directors on the Board whose collective views carry significant weight in the Board’s deliberation and decision-making process. In this regard, the independent directors are in effect representing the interest of the minority shareholders by virtue of their roles and responsibilities.

The independent directors do not participate in the day to- day management of the Group and do not engage in any business dealing or other relationships with the Group in order to ensure that they remain truly capable of exercising independent judgment and act in the best interests of the Group and its shareholders. Further, the Board is satisfied and assured that no individual or group of directors has unfettered powers of decision that could create a potential conflict of interest.

Pursuant to BNM/GP1, the Board is of the view that an ideal Board’s size should adequately comprise between 10 to 12 members that would enable the Board to discharge its function in a professional manner in consideration of the size, breadth and complexity of the Group’s business activities, domestically as well as internationally.

The Board believes that the quality of its directors, each of whom offers a broad range of skills, knowledge and experience, ensures that they are able to challenge, develop and drive the Group’s vision and strategy, and that the governance standards are continuously upheld. The Chairman will always ensure that the Board’s decisions are based on consensus of the majority, and any concerns or dissenting views expressed by any directors on any matters deliberated at meetings of the Board or any of its Committees as well as the meeting’s decision, will accordingly be addressed and recorded in the relevant minutes of meetings.

Independence of Non-Executive Directors

The Board has determined the following criteria as essential when assessing the independence of each independent non-executive director:-

• Able to challenge the assumptions, beliefs or viewpoints of others with intelligent questioning, constructive and rigorous debating, and dispassionate decision for the good of the company;
• Is willing to stand-up and defend his own views, beliefs and opinions for the ultimate good of the company; and
• Has a good understanding of the company’s business activities in order to appropriately provide response on the various strategic and technical issues confronted by the Board.

Senior Independent Director

The Board has identified and appointed Tan Sri Datuk Dr Hadenan A. Jalil as the Senior Independent Director (“SID”) of the Board to whom concerns of shareholders and stakeholders may be conveyed. The SID is responsible to address concerns that may be raised by the shareholders.

The SID may be contacted at the following address:- Senior Independent Director c/o: General Counsel & Company Secretary Corporate & Legal Services 14th Floor, Menara Maybank 100 Jalan Tun Perak, 50050 Kuala Lumpur