Maybank-Integrated AR 2022 - Corporate-Part 2
Maybank-Integrated AR 2022 - Corporate-Part 2
Maybank-Integrated AR 2022 - Corporate-Part 2
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
44
Reflections
From Our Group
Chief Financial
Officer
OVERVIEW
The year 2022 saw economic recovery as ASEAN countries recorded a strong rebound in economic activities driven by improved mobility and lifting of border restrictions.
Consumer demand also returned in tandem with full economic reopening. On the back of an improved economic environment, we delivered a commendable set of
financial results with good loans growth in FY2022. It was by no means an easy feat against rising inflationary pressures, tightening global monetary conditions and
geopolitical tensions, among others. Our priorities remained on preserving liquidity and capital strengths for us to continuously support our customers’ funding needs
and our business growth. With the gradual reduction of pandemic-related fiscal support measures by governments, we stepped up efforts to proactively engage with
customers on a targeted basis to extend additional support for those in need, while retaining adequate provision buffers for potential weakening in asset quality.
TOP Net operating income Credit cost improved Healthy Group gross Sustained shareholder Robust capitalisation
ACHIEVEMENTS rose 8.5% YoY to 40 bps from 51 bps loans growth of 6.0% returns with 84.6% with Group CET1
IN 2022 on stronger net fund in the previous year YoY supported by dividend payout ratio capital ratio and Group
based and non-interest given 17.6% YoY growth from home total capital ratio at
income reduction in net loan markets 15.67% and 19.08%
loss provision respectively
45
Dec 2021 Dec 2022 Dec 2021 Dec 2022 Dec 2021 Dec 2022 Dec 2021 Dec 2022
46
Dec 2021 Dec 2022 Dec 2021 Dec 2022 Dec 2021 Dec 2022 Dec 2021 Dec 2022
CASA
47.1% 40.9% 49.3% 45.1% 48.8% 31.9% 47.0% 51.3%
Ratio:
CASA FD Others
Customer Deposits Expansion Led by Malaysia • As at 31 January 2023, total loans under relief in Malaysia reduced to 1.7% with
reduction seen across all CFS’ lines of businesses and the GB portfolio. Loans
• The Group’s gross deposits expanded 3.5% YoY led by the 5.4% growth in
under relief in Singapore hovered at 3.0% as the majority of the outstanding
Malaysia.
loans under relief are government-backed ESG-related loans and attributed to
• In Malaysia, CASA deposits stood at RM187.62 billion compared to RM193.06 the CFS portfolio. Indonesia also saw a reduction in loans under relief to 8.5%.
billion in FY2021 given increased consumer and business spending due to
normalisation of economic activities. Meanwhile, fixed deposits (FD) grew 17.1%
GIL Ratio for Group and Home Markets
YoY and other deposits, namely money market deposits, increased 8.2% driven
by clients’ cash flow requirements. Malaysia’s CASA ratio remained strong at
45.1% as at 31 December 2022. 5.38%
5.14% 4.99%
• In Singapore, CASA deposits declined by one third from the previous year to
SGD15.37 billion as companies accelerated their spending on resumption of 4.10% 4.19%
business activities and the widening interest rate differential between FD and
savings resulted in outflows towards higher yielding deposits. As such, FD rose
1.99% 1.95%
33.7% YoY. Given the sharper FD growth and lower CASA base, CASA ratio 1.81% 1.70% 1.57%
stood at 31.9%. Total Singapore deposits grew slightly at 0.4% YoY. 1.68%
• Meanwhile, Indonesia’s CASA grew by 0.4% YoY to IDR54.10 trillion while FD 1.38% 1.28% 1.45% 1.38%
declined by 15.3% in tandem with the Bank’s strategy to reduce costlier deposits 0.67%
1.19% 1.22% 0.64% 0.57%
through effective cash management and digital banking services. As a result, CASA
ratio improved significantly to 51.3% from 47.0% as at 31 December 2021.
Dec 2021 Mar 2022 Jun 2022 Sep 2022 Dec 2022
Maintained Prudence in Preserving Asset Quality
• The Group’s total loan provisioning for FY2022 was lower YoY at RM2.19 billion Group Malaysia Singapore Indonesia
due to the sizeable pre-emptive provisioning taken over the previous two financial
years and as economic activities resumed to normal levels post-pandemic. The
provisions made for FY2022 were mainly attributed to pre-emptive provisions % of Loans Under Repayment Assistance, Relief and R&R
as well as provisions made for newly and existing impaired accounts. Programmes* Against Respective Total Home Market Loans
• We remained prudent by maintaining MOA of RM1.70 billion to cover potential
asset quality deterioration for loans upon expiry of the repayment assistance 11.6%
and targeted repayment assistance programmes, as well as to cater for vulnerable
accounts in view of heightened external risks. 9.5% 9.2%
8.5%
• Meanwhile, the Group’s annualised net credit charge off rate improved YoY to
40 bps from 51 bps in FY2021, and was on the lower end of the FY2022 guidance 7.6%
of between 40 bps and 50 bps. 5.9%
• Our loan loss coverage increased to 131.2% from 111.9% a year ago, bolstered
3.7%
by the provisioning made in FY2022 coupled with low formation of impaired 3.3% 3.2% 3.3% 3.0%
loans. Our gross impaired loans (GIL) ratio stood lower at 1.57% against 1.99%
a year ago due to some recoveries and repayments of specific borrowers as well 1.7%
as write-offs of impaired accounts.
• As for loans under relief, restructuring and rescheduling (R&R) as well as repayment Apr 2022 Jul 2022 Oct 2022 Jan 2023
assistance programmes, our home markets continued to see the expiry of these
programmes in 2022. Malaysia Singapore Indonesia
* Excludes all loans under expired programmes and loans that have commenced repayments
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
47
SUSTAINABILITY
Investors were interested in Maybank’s decarbonisation strategy and progress especially since more investors are embedding ESG considerations
into their investment evaluations. Arising from meaningful progress in achieving our long-term 2025 sustainability targets, investors also wanted to
know if these targets would be revised upwards (revision announced in February 2023). A Sustainability Investor Day was held to provide insights into
our decarbonisation strategy and progress, including transition roadmap, given the significant interest in climate change. Additionally, updates on our
four sustainability commitments were featured in the quarterly results’ investor presentations, annual and sustainability reports.
Refer to Sustainability Review on pages 119 to 122
efer to Sustainability Report which is available on www.maybank.com/ar for more details while Sustainability Day Investor Presentation can be found on
R
www.maybank.com/iwov-resources/documents/pdf/presentations-and-webcasts/2022/Maybank-Investor-Day-Sustainability-20220901.pdf
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
48
ASSETS
145.4% 8% 9%
143.2% 144.2% Other assets
1%
136.4% 136.9% Statutory deposits with central banks 4%
2% 13%
Cash and short-term funds
Deposits and placements with 5%
financial institutions 24% 6%
118.5% 120.6% 118.1% Financial investments portfolio
117.0%
107.9% Loans, advances and financing
– We continued to broaden and diversify our funding and capital raising through
various sources, currencies, investors and markets. This included the issuance
Dec 2022
of fixed and floating rate notes in domestic and foreign currencies, such as
Samurai bonds, SGD and USD extendible money market certificates, MYR and Total Capital Ratio Tier 1 Capital Ratio CET1 Capital Ratio
USD commercial papers, structured notes and other foreign currency
denominated medium term notes. Regulatory Requirements:
– The Group also restructured the capital mix of the subsidiaries and overseas • Minimum CET1 capital ratio + capital conservation buffer (CCB) is 7.0%, minimum Tier 1
capital ratio + CCB is 8.5% and minimum total capital ratio + CCB is 10.5%
branches as part of the Group-wide capital optimisation and restructuring
• 1.0% D-SIB buffer effective 31 January 2021
initiative.
• Pending announcement of the countercyclical capital buffer (CCyB) rate by BNM
ore on how the Group manages its capital can be found in Notes 57, 58 and 59 on
M
pages 216 to 218 of the Financial Statements
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
49
87.8% 91.2%
84.5% 84.6%
76.5% 79.9% 78.5% 78.1% 78.5% 77.3%
74.9% 74.7% 76.3%
71.9%
100%
Dividend Payout Ratio 88%
Cash Component 67% 63%
53%
of Total Dividend 34%
27% 25% 27%
13% 12% 20% 19%
11%
65.0 64.0
60.0 33# 39+
57.0 57.0 58.0 58.0
55.0 32 54.0 55.0
53.5 33 52.0 32 52.0 30 30+
44 30 32+
31
85.7%*
32 38.5
86.1%*
85.1%*
82.6%*
83.7%*
85.9%*
81.7%*
36.0
89.1%*
88.6%*
88.0%*
Dividend (sen) 36
Final 32
Interim/First Interim 28 28 28
24 24 25 25+
Second Interim 22.5 23
88.5%*
88.2%*
20
84.0%*
77.9%*
85.7%*
91.1%*
84.0%*
87.5%*
85.7%*
85.9%*
83.5%*
13.5
11
87.4%*
FY2010 FY2011 FP2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022
Effective Cash Dividend
26.2% 17.2% 17.0% 19.0% 22.0% 29.0% 23.2% 28.6% 57.2% 47.1% 87.8% 38.2% 57.8% 76.7%
Paid Out from Net Profit
Note:
* Actual Reinvestment Rate for Dividend Reinvestment Plan
+
The Final Dividend for FY2017, Interim and Second Interim Dividend (reclassification from Final Dividend) for FY2019 and Second Interim Dividend for FY2022 were fully in cash
#
The Net Dividend is 28.5 sen of which 15 sen is single-tier dividend. Maybank adopted the single-tier dividend regime with effect from FY2012
• We remain committed to delivering value for our shareholders by maintaining a long-term dividend payout policy rate of 40% to 60% based on reported net profit
attributable to shareholders. We continue to emphasise maintaining a strong dividend payout as part of our commitment to meet shareholders’ expectations for good
returns while managing the Group’s capital effectively.
• The Board declared a single-tier first interim dividend of 28.0 sen per ordinary share for FY2022. A Dividend Reinvestment Plan (DRP) was applied to the first interim
dividend, in which 7.0 sen was electable to be reinvested in new Maybank shares in accordance with the DRP, which saw a reinvestment take-up rate of 77.9%.
• In our pursuit to continue rewarding shareholders, the Board has declared a single-tier full-cash second interim dividend of 30.0 sen per ordinary share for FY2022.
As such, the total dividend for FY2022 is 58.0 sen per share, equivalent to a payout ratio of 84.6%, above the Group’s dividend payout policy rate. Effective cash
dividend paid out from net profit for FY2022 is 76.7% from 57.8% a year earlier.
More on dividends and DRP can be found in Notes 33 (b) and 52 on pages 128 and 147 of the Financial Statements
Global economic growth is expected to moderate given continued inflationary pressures and tightening monetary conditions. Our home markets are also anticipated
to see lower growth in 2023. Maybank Group will continue to focus on opportunities for growth across its consumer and business segments within its ASEAN
franchise. The Group will maintain its strong liquidity position to support asset growth.
Asset quality management will continue to be a priority and Maybank remains committed to offering support to customers on a targeted basis, should they require
additional assistance. Strategic investments will be channelled to enhance IT capabilities and drive regional cross-selling synergies aligned with the M25+ corporate
strategy.
For more information on our views of the economic and banking industry landscape please see the Economic and Banking Sector Overview section on page 32
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
50
Investor Information
SHAREHOLDER ANALYSIS
Shareholding by Investment Styles Shareholding by Region
Total Shareholders as at 31 December
9.5% 12.8%
2018 78,872 52.0%
5.4%
2019 94,063 0.6%
0.8% 6.9%
2020 117,783 1.8%
2021 147,185 3.3% 1.8%
As at 3.6% As at
2022 153,214 7.0% 31 December 2022 2.8% 31 December 2022
46.7% 19.6%
Various funds managed by
Permodalan Nasional Bhd (PNB)
and PNB’s direct stake in us Yield Multi Style Quant Malaysia Europe (excl UK)
Employees Provident Fund Board 11.8% GARP Value Non-Institutional Holdings Asia (excl Malaysia) North America
Kumpulan Wang Persaraan 4.4% Index Growth Others UK Others
1Q 2Q 3Q 4Q
High RM9.12 3 Mar High RM9.10 11 & 31 May High RM8.99 12 Sep High RM8.78 21 & 23 Dec
19 Jul,
Low RM8.23 25 Jan Low RM8.56 23 Jun Low RM8.56 Low RM8.41 3 Nov
28 & 29 Sep
Close RM8.94 31 Mar Close RM8.59 30 Jun Close RM8.58 30 Sep Close RM8.70 30 Dec
10.00 100
90
Daily Trading Volume (million shares)
80
9.00
70
Share Price (RM)
60
8.00 50
40
30
7.00
20
10
6.00 0
Jan 22 Feb 22 Mar 22 Apr 22 May 22 Jun 22 Jul 22 Aug 22 Sep 22 Oct 22 Nov 22 Dec 22
51
Investor Information
• Maybank’s share price declined on • Uplift in share price from • Share price improved towards • Share price was volatile as the US
weakened investor sentiment due post-dividend announcement, end-July on attractive valuations Fed’s hawkish stance along with
to geopolitical tension, surge in oil buoyed by positive implications of for bargain hunters, foreign funds sentiment surrounding inflation,
prices, US rate hike and negative an earlier-than-expected OPR hike. inflow and improving local potential US recession and China’s
newsflow related to exposure to a macroeconomic conditions. zero COVID-19 policies caused
• Share price reduced from May on
large leisure sector borrower. fear in the market.
weakening investor demand due • Share price subsequently
• Indices rebounded in March on to global economic uncertainty weakened with ex-dividend trade • Uptick in share price at year-end
announcement that international and increasing hawkish stance by and global investor concerns of a in line with positive performance
borders would reopen in April central banks to curb inflation. potential recession in the US. in regional markets, and on
2022 for travel. investors bargain hunting in
10.00
selective key sectors.
5.00
Relative Performance (%)
Jan 22 Feb 22 Mar 22 Apr 22 May 22 Jun 22 Jul 22 Aug 22 Sep 22 Oct 22 Nov 22 Dec 22
0.00
-5.00
-15.00
Maybank FTSE Bursa Malaysia Kuala Lumpur Composite Index (KLCI) Kuala Lumpur Finance Index (KLFIN)
Note: The separator lines in the chart above indicates the end of each quarter
52
Financial Performance
FIVE-YEAR GROUP FINANCIAL SUMMARY
Group Bank
FY 31 Dec FY 31 Dec
2018 2019 2020 2021 2022 2021 2022
OPERATING RESULT (RM’ million)
Operating revenue 47,320 52,868 51,031 45,959 50,914 23,181 26,612
Net operating income 23,662 24,741 24,763 25,448 27,615 15,190 16,210
Pre-provisioning operating profit (“PPOP”)1 12,416 13,179 13,541 13,930 14,808 10,168 10,458
Operating profit 10,803 10,856 8,448 10,700 12,022 7,744 8,639
Profit before taxation and zakat 10,901 11,014 8,657 10,887 12,153 7,744 8,639
Profit attributable to equity holders of the Bank 8,113 8,198 6,481 8,096 8,235 6,878 6,971
KEY STATEMENTS OF FINANCIAL POSITION DATA (RM’ million)
Total assets 806,992 834,413 856,860 888,172 947,813 489,351 522,676
Financial investments portfolio2 177,952 192,830 215,186 223,884 231,090 126,242 133,764
Loans, advances and financing 507,084 513,420 512,210 541,888 575,387 240,123 245,137
Total liabilities 729,254 750,344 769,750 799,620 858,896 416,242 449,606
Deposits from customers 532,733 544,531 556,349 588,968 614,895 276,559 274,854
Investment accounts of customers 23,565 20,738 23,841 28,721 24,501 – –
Commitments and contingencies 872,955 1,208,623 1,305,385 1,176,244 1,526,306 1,081,180 1,422,559
Share capital 46,747 48,280 48,280 53,156 54,619 53,156 54,619
Shareholders’ equity 75,330 81,571 84,437 85,811 85,957 73,108 73,071
SHARE INFORMATION
Per share (sen)
Basic earnings 74.2 73.5 57.7 69.7 68.8 59.2 58.2
Diluted earnings 74.2 73.5 57.7 69.7 68.8 59.2 58.2
Gross dividend 57.0 64.0 52.0 58.0 58.0 58.0 58.0
Net assets (sen) 681.7 725.6 751.1 722.4 713.1 615.5 606.2
Share price as at 31 Dec (RM) 9.50 8.64 8.46 8.30 8.70 – –
Market capitalisation (RM’ million) 104,972 97,125 95,102 98,592 104,871 – –
FINANCIAL RATIOS (%)
Profitability Ratios/Market Share
Net interest margin on average interest-earning assets 2.3 2.3 2.1 2.3 2.4 1.9 1.8
Net interest on average risk-weighted assets 4.6 4.6 4.3 4.7 5.1 3.5 3.6
Return on equity 11.4 10.9 8.1 9.8 10.0 9.7 10.0
Net return on average assets 1.0 1.0 0.8 0.9 0.9 1.4 1.4
Net return on average risk-weighted assets 2.2 2.2 1.7 2.0 2.0 2.9 3.0
Cost to income ratio 3 47.5 46.7 45.3 45.3 46.4 33.1 35.5
Domestic market share in:
Loans, advances and financing 18.1 17.9 18.1 18.0 18.1 18.0 18.1
Deposits from customers – Savings account 26.1 25.5 25.7 26.1 26.1 26.1 26.1
Deposits from customers – Current account 19.3 18.4 13.1 13.8 18.2 13.8 18.2
CAPITAL ADEQUACY RATIOS (%)
CET1 Capital Ratio 15.029 15.729 15.313 16.090 15.669 15.462 15.264
Tier 1 Capital Ratio 15.983 16.486 16.026 16.810 16.376 16.223 16.045
Total Capital Ratio 19.024 19.387 18.683 19.518 19.080 18.785 18.635
ASSET QUALITY RATIOS
Net impaired loans (%) 1.28 1.33 1.10 0.89 0.46 1.93 0.95
Loan loss coverage (%) 83.6 77.3 106.3 111.9 131.2 79.6 100.9
Loan-to-deposit ratio (%)4 92.7 92.4 90.1 89.5 91.6 77.9 80.0
Deposits to shareholders' fund (times)5 7.4 6.9 6.9 7.2 7.4 3.8 3.8
VALUATIONS ON SHARE
Gross dividend yield (%) 6.0 7.4 6.1 7.0 6.7 – –
Dividend payout ratio (%) 77.3 87.8 91.2 84.5 84.6 – –
Price to earnings multiple (times) 12.8 11.8 14.7 11.9 12.6 – –
Price to book multiple (times) 1.4 1.2 1.1 1.1 1.2 – –
1
PPOP is equivalent to operating profit before impairment losses as stated in the income statements of the financial statements.
2
Financial investments portfolio consists of financial assets designated upon initial recognition at fair value through profit or loss, financial investments at fair value through profit or loss,
financial investments at fair value through other comprehensive income and financial investments at amortised cost.
3
Cost to income ratio is computed using total cost over the net operating income. The total cost of the Group is the total overhead expenses, excluding amortisation of intangible assets
for PT Bank Maybank Indonesia Tbk and Maybank IBG Holdings Limited.
4
Loan-to-deposit ratio is computed using gross loans, advances and financing over deposits from customers and investment accounts of customers.
5
Deposits to shareholders' fund include investment accounts of customers.
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
53
Financial Performance
Profit Before Taxation and Zakat Profit Attributable to Equity Holders of the Bank Total Assets
6.48
FY2018 FY2019 FY2020 FY2021 FY2022 FY2018 FY2019 FY2020 FY2021 FY2022 FY2018 FY2019 FY2020 FY2021 FY2022
FY2018 FY2019 FY2020 FY2021 FY2022 FY2018 FY2019 FY2020 FY2021 FY2022 FY2018 FY2019 FY2020 FY2021 FY2022
FY2018 FY2019 FY2020 FY2021 FY2022 FY2018 FY2019 FY2020 FY2021 FY2022
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
54
Financial Performance
7.8%
6.5% 1.5%
0.8% 4.0%
4.7% 1.7%
1.8%
Cash and short-term funds
Deposits and placements with financial institutions
RM888.2 RM947.8 Financial investments portfolio
billion
As at 25.2% billion 24.3% Loans, advances and financing
31 December 2021 As at
31 December 2022 Other assets
61.0% 60.7% Statutory deposits with central banks
2.6% 5.5%
3.2%
4.1%
10.9% 13.0%
Deposits from customers
5.5% Investment accounts of customers
RM888.2 RM947.8 4.7% Deposits and placements from financial institutions
billion
As at billion Other liabilities
31 December 2021 10.0% As at
31 December 2022 Borrowings, subordinated obligations and capital securities
9.4%
66.3% 64.8% Shareholders’ equity
FY 31 Dec 2021
55
Financial Performance
To employees:
Personnel expenses 6,808,178 7,503,517
To governments:
Taxation & zakat 3,298,702 4,031,440
To providers of capital:
Dividends paid to shareholders 6,837,689 6,967,842
Non-controlling interests 225,286 138,053
To reinvest to the Group:
Depreciation and amortisation1 582,710 568,051
Retained profits 524,918 1,015,931
1
Depreciation and amortisation exclude depreciation of right-of-use assets
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
56
Financial Performance
4,088 4,574
2,644 2,636 1,483 1,508
13,921 13,981
12,153 Note: Total profit before taxation and zakat includes
10,887 inter-segment which are eliminated on consolidation
of RM4,310 million for FY 31 December 2022 and
RM4,783 million for FY 31 December 2021.
1,835 1,692
505 730
–591 60
Total Group Community Group Corporate Group Investment Group Asset Group Insurance
Financial Services Banking & Global Banking Management and Takaful
Markets
Total Group Community Group Corporate Group Investment Group Asset Group Insurance
Financial Services Banking & Global Banking Management and Takaful
Markets
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
57
Group
Community
Financial
Services
Refer to Our Operating Context on page 38 for Material Risks, Opportunities, Mitigating Actions and Outlook
OVERVIEW
Our focus remains on delivering an exceptional customer experience by going beyond banking to provide meaningful business and financial solutions across different
value chains to our customers, especially in the SME, Digital Banking and Wealth Management segments. We continue to prioritise customer-centricity, technological
modernisation and spearheading the agendas of regionalisation and sustainability. Digitalisation and innovation remain key enablers in enhancing our product and service
suite, as demonstrated by the launch of several breakthrough products and the commendable growth of existing offerings across the region, further cementing our
intention to help customers navigate their life journeys and to be the Preferred Community Bank in ASEAN.
Unveiled Home2u via One of the first banks Launched ATM Named Best Retail Recognised for Best
MAE app, Malaysia’s to welcome Apple Pay Cash-out via MAE Bank for Digital CX and Automobile Financing
TOP first-ever digital home in Malaysia, facilitating app, Malaysia’s first Best Digital Bank for at The Asian Banker
ACHIEVEMENTS financing solution the largest billings in contactless cash CX by The Digital Malaysia Award 2022
IN 2022 within an integrated its first month of debut withdrawal service, to Banker in Malaysia, as
banking app that allow quick and easy well as Most Innovative
simplifies home cardless withdrawals Digital Bank by the
ownership by providing International Finance
financing approval Awards in the
within 10 seconds Philippines
58
Going Beyond Banking to Deliver Differentiated Customer Experience (Cont’d.) Driving Financial Inclusion and Promoting Green Solutions
As we accelerate our efforts to provide an integrated digital banking experience, In line with our focus to drive greater financial inclusion and literacy among
we introduced the ATM Cash-out solution in our MAE app in May 2022, local communities, our mobile bus banking service, or “Bank Bergerak”,
enabling cash withdrawals without the use of physical ATM cards. This new expanded its coverage to Lepar Hilir and Kuala Pahang to serve the underserved
cardless withdrawal solution has gained traction, seeing more than 312,300 in rural Pahang. With these two new routes, Bank Bergerak is now available
transactions as at end December 2022. across 10 remote routes in Malaysia, providing customers convenience and
easier access to financial services at their doorstep.
Strategic partnerships were formed to further drive the adoption of contactless
and cashless payments. For instance, our collaboration with Apple Pay enables Refer to www.maybank.com/en/news/2022/07/05.page to read more on mobile
Maybank and Maybank Islamic Mastercard® and Visa Credit, Debit and bus banking
Prepaid Card users to make contactless payments via their iPhone or Apple We introduced several green financing solutions to meet the diverse needs
Watch in Malaysia and Singapore. Similarly, we have teamed up with Masjid of our customers and support the transition to a low-carbon economy. These
Pro to enable Infaq collections at over 60 mosques via QR code in MAE app. included a Solar Panel Financing Campaign in partnership with Petronas,
We also accelerated all efforts to drive borderless inclusivity by partnering offering affordable solar panel financing to their staff. Over in Singapore, we
with established financial institutions across ASEAN. Our collaboration with relaunched the enhanced Green Home Loan in July 2022 based on the
the National Bank of Cambodia on Maybank-Bakong Cross Border Funds residential property obtaining a minimum of BCA Green Mark GoldPLUS
Transfer has gained recognition and won several awards at the Retail Banker certification, offering eligible customers rebates in the form of shopping
International Asia Trailblazer Awards 2022. This year, we also integrated Bank vouchers.
Indonesia’s Fast Payment (BI FAST) system into our digital platforms to enable
To encourage the use of greener vehicles, customers in Singapore can enjoy
real-time interbank transfers between Maybank Indonesia and Bank Indonesia’s
preferential interest rates for new electric and plug-in hybrid vehicles, while
vast network of member banks. Within Maybank Group, we expanded our
over in Indonesia, we are collaborating with Hyundai Motor Indonesia to
Singapore-Malaysia cross-border solutions via our Regional Online Account
offer electric vehicles financing with interest rates starting from 0%.
Opening platform. Malaysian Maybank customers can now open SGD savings
accounts online using their Malaysian Maybank2u login credentials as Supporting SMEs Regionally to Grow and Compete
authentication. Our efforts to drive an integrated and expansive digital
As part of our ongoing support for SMEs, we rolled out additional features
ecosystem led us to win multiple awards including Best Mobile Banking Award
in our Maybank2u Biz app and Maybank QRPay Biz app, including the issuance
by The Asian Banker.
and customisation of invoices, on-the-go transaction approvals and data
extraction for seamless integration with accounting systems. The enhancements
Fortifying Our Wealth Management Propositions are vital to help SMEs better manage their day-to-day operations at their
fingertips. As at end December 2022, about 55,000 companies were on-
As investors increasingly seek to align their investment portfolios with more boarded to Maybank2u Biz App.
sustainable value, we continuously seek to expand our product offerings to provide
more sustainability-linked investment solutions. The SME Digital Financing solution on Maybank2u and Maybank2u Biz
continued to gain strong traction especially among micro SMEs. A total of
In the Islamic space, we continue to upskill our Islamic Financial Planning (IFP)
RM946.60 million worth of loan applications were approved with 85.7%
certified Relationship Managers (RM) and Personal Financial Advisors (PFA) to enable
disbursement rate as at end December 2022, 77.0% of which was for micro
them to provide holistic Islamic wealth financial planning solutions. On top of that,
SMEs. In September 2022, the minimum financing amount was lowered from
we continued with internal capacity-building initiatives through training and
RM10,000 to RM3,000 to extend the reach of our SME Digital Financing to
engagement programmes like the tactical solution and Shariah-related programmes
microenterprises such as small traders, hawkers and food peddlers, among
to be able to fulfil our customers’ holistic needs. Throughout the year, we also
others. This is part of our continued efforts to uplift the business community,
launched new Wealth Accumulation offerings in the form of Shariah-compliant
especially smaller SMEs that form the lifeline of the country’s economy.
investment funds.
Various new localised programmes were rolled out to enrich and equip micro
New digital wealth offerings such as the Digital Wealth 360 on Maybank2U website
entrepreneurs with knowledge of trade financing solutions. These included
and MAE app in Malaysia and M2U ID app in Indonesia were rolled out to provide
the SME Trade Talks and SME Trade Clinic Programme as well as Micro2Grow,
our customers a dashboard view of their overall financial portfolio and allow them
aimed at strengthening their credit behaviour and credit record.
to set up financial investment goals without the need of financial advisors. In both
countries, we saw more than 10,200 goals being created amounting to more than In Cambodia, we issued KHQR for merchants in support of the nation’s goal
RM18.20 million worth of investment value. of creating a unified QR code across the country, removing barriers that
Overall, our collective efforts and dedications were recognised, clinching us several Cambodian merchants faced when trying to receive funds from different banks.
wins at the prestigious Global Private Banking Innovation Awards and Private Banker Refer to Sustainability Review on page 121 for more information
International Global Wealth Awards.
In line with our humanising mission and aspiration to be a Force For Good, we continue to safeguard our customers’ and communities’ hard-earned savings from
fraud and scams. Fraud awareness efforts were emphasised through various channels to educate customers to remain vigilant.
In addition, we deployed new initiatives to prevent phishing such as migrating the SMS one-time password (OTP) to Secure2u, introducing a cooling-off period prior to
activation of Secure2u on new devices, allowing only one Secure2u device per account holder, and disabling URLs and QR codes in electronic direct mail and SMS-es.
Refer to Pervasively Digital on page 70 for more details
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
59
Group Community Financial Services recorded In Malaysia, we recorded PBT growth of 37.8% For international operations, we recorded a
Profit Before Tax (PBT) growth of 23.6% to to RM6.07 billion, attributed to: PBT decline of 23.0% YoY due to:
RM7.11 billion, attributed to:
• Strong fund based income growth of 25.5% • Singapore: PBT declined 39.4% YoY due to
• Net operating income (NOI) expanded by YoY, driven mainly by loans growth as well elevated net loan loss provisions from higher
16.5% YoY to RM16.37 billion, breaching the as higher interest rates which supported net adjustments for macroeconomic variables and
RM16 billion mark for the first time, from the interest margin expansion. management overlays amid the prolonged
healthy growth in net fund based income and • 7.2% loans growth YoY contributed by economic uncertainties. Partly cushioning the
non-interest income. Mortgages (6.8%), Auto (9.0%) and Cards decline was NOI growth of 1.0% YoY with
• 18.9% YoY growth in net fund based income (19.9%). SME saw solid growth of 9.1% with fund based income up 3.9%, partly offset by
on the back of 6.5% increase in loans, mainly good traction coming from SME Digital a 4.1% reduction in non-interest income mainly
from the Consumer (6.7%), Retail SME (9.0%) Financing, which grew 33.9% YoY. due to lower investment fee income.
and Business Banking (3.4%) segments. • 3.1% growth in deposits YoY as 3.8% reduction • Indonesia: PBT declined by 17.8% YoY mainly
• 18.1% YoY growth in fixed deposits along in CASA offset 13.7% increase in fixed deposits due to lower NOI of 2.7% YoY and higher
preemptive provisions. NOI was affected by
with 7.9% YoY reduction in CASA, with the and others.
slower loans growth from non-retail largely
CASA ratio decreasing 6.2% to 51.6%. • 13.5% growth in non-interest income YoY
coming from Business Banking. This was partly
• 8.4% YoY increase in non-interest income driven by card fees in tandem with increased
mitigated by solid consumer loans growth of
driven by card fees and payments. This helped billings and merchant sales due to strong
13.7%, driven largely by Auto. Meanwhile,
cushion the slower growth in investment fee rebound in consumer spending and consumption.
cost was well managed at 2.1% YoY growth.
income due to market volatility and global • Offset by overheads increase of 18.8% YoY Offset by:
uncertainties. mainly due to increase in personnel cost, IT • Philippines: PBT growth was 3.8% YoY,
• Offset by 14.2% growth in overheads YoY spending and marketing expenses. However, supported by lower overheads and net loan
amid technology (IT) investment spending and CIR improved to 46.1% (FY2021: 47.7%) due loss provision of 1.1% and 37.6% YoY
marketing expenses. Despite the increase, to robust NOI growth of 23.1% YoY to respectively. In addition, NOI grew 2.0% YoY
cost to income ratio (CIR) improved to 52.1% RM11.85 billion. driven by 37.2% increase in non-interest
(FY2021: 53.1%) amid healthy NOI growth • 62.5% reduction in loan loss provisioning YoY income due to one-off fair value adjustments
during the year. mainly due to lower top-up requirements from foreclosed properties.
• 21.8% reduction in loan loss provisioning YoY following larger buffers from management • Cambodia: Strong PBT growth of 48.3% YoY
mainly due to lower top-up requirements overlays in FY2021. driven by both fund and non-interest income.
following larger buffers from management Fund based income grew 4.0% underpinned
overlays in FY2021. by consumer and non-retail loans growth at
15.2% and 18.4%, respectively. Overheads
grew 9.6% YoY predominantly due to increase
in personnel expense to support business
expansions. Improved asset quality resulted
in lower net loan loss from non-retail portfolios.
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
60
Group
Global
Banking
Related Strategic Thrusts and Programmes: ALL SP1 SP2 SP5 SP7 TO SP12
Refer to Our Operating Context on page 38 for Material Risks, Opportunities, Mitigating Actions and Outlook
OVERVIEW
We are determined to constantly elevate our customers’ experience through the provision of digitalised customer-centric solutions and integrated bespoke customer
offerings across the region while generating sustainable value in partnering with our customers towards a sustainability-first journey. Against the backdrop of inflationary
pressure triggering rate hikes and heightened market volatility, we remain committed to assisting our customers to manage their financial obligations proactively as well
as maintain discipline over asset quality monitoring.
Maintained position as Named Best Awarded Best Executed MBSB Top 2 ranking
TOP No.1 Wholesale Bank Investment Bank in Sustainable & ESG Bank’s RM5 billion for Ringgit Islamic
ACHIEVEMENTS in Malaysia for Malaysia by Finance Asset Management sustainability sukuk, Sukuk, Ringgit Bonds,
IN 2022 revenue, loans and Asia and Best Islamic Malaysia and Best ESG the world’s first by an ASEAN Local Currency
deposits amid volatile Investment Bank in Shariah Equity Fund Islamic financial Bonds, ECM and
operating environment Asia-Pacific and Malaysia by Global institution M&As in Malaysia on
Malaysia by The Asset Banking and Finance Bloomberg’s league
Triple A tables
To support our customers and connect them to cross-border offerings and solutions, we continued to leverage our extensive capabilities and experience in ASEAN and
regional markets to tailor investment solutions for them. In the early part of 2022, our brokerage business gained further traction following the stock market rally in
2021 on more upbeat sentiment. As market volatility picked up against economic uncertainties and geopolitical tensions, trade volumes tapered from the second quarter
onwards. Nevertheless, we continued to facilitate our customers’ growth ambitions through deal activities including cross-border deals such as the acquisition of logistics
assets in Australia by a sovereign wealth fund in ASEAN and the syndicated term facility for Thailand’s Charoen Pokphand Group.
During the year, we remained focused on managing the asset quality of our loans portfolio and took proactive measures to manage vulnerable accounts. Engaging with
our customers, we were able to provide early intervention and assistance where needed, the latter in the form of financial management solutions including restructuring
and rescheduling (R&R) for eligible borrowers.
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
61
In 2022, our Equity and Commodity Derivatives (ECD) business introduced equity-linked structured products in Singapore with the launch of Autocallable notes out of
our Global Note Programme. That was followed by the launch of structured products out of Maybank Securities (Thailand) PCL in August 2022 catering to local investors
in Thailand. In line with market sentiment, ECD has also adjusted its core offerings surrounding principal protected investments to cater to market demand and distributors’
objectives of capital preservation strategies such as minimum redemption investment, fund-linked investment and rainbow fund-linked investment. These products offer
clients a predetermined percentage of invested capital protection upon entering the trade, providing greater certainty on expected returns. In an effort to improve our client
engagement, ECD launched a dedicated Telegram channel “Trade with Maybank” in April 2022 enabling information sharing with the Malaysian equity investment community.
Our asset management arm, Maybank Asset Management Group (MAMG), expanded its product suite with the launch of various innovative funds. One of them, the
MAMG China Evolution Equity Fund, is a sub-fund of T-Rowe Price Funds SICAV, which offers T-Rowe Price’s premier China-focused equity investment strategy to
Malaysian investors. The fund aims to provide better share valuation over the long term, through the selection of investments focused on sustainable growth strategies.
MAMG’s overall performance saw it being named the Best Asset Manager (Money Market Funds) and Best Provider of Islamic & Conventional Retirement Plans by Alpha
Southeast Asia in 2022.
NOTABLE DEALS
Malaysia International
• Joint Lead Arranger and Manager for TNB Power Generation Sdn Bhd’s • Singapore: Joint Mandated Lead Arranger and Bookrunner for OUE Commercial
inaugural RM1.5 billion Sustainability Sukuk issuance. REIT’s SGD978 million Sustainability-Linked Loan, the largest sustainability-
• Joint Global Coordinator, Joint Bookrunner, Joint Managing Underwriter and linked loan among S-REITs.
Joint Underwriter for Farm Fresh Berhad’s RM1.1 billion IPO, the largest • Indonesia: Joint Lead Underwriter for PT Bank Negara Indonesia (Persero)
Malaysian IPO in 2022 and largest ever dairy products sector IPO in ASEAN. Tbk’s first IDR Green Bond of IDR5 trillion issued by an Indonesian bank.
• Joint Bookrunner and Placement Agent to Press Metal Aluminium Holdings • Greater China: Lead Arranger for Harmony Lotus Ltd’s HKD10.3 billion
Berhad’s RM970.6 million placement, the largest primary placement in the secured green syndication loan.
Malaysian industrial sector and the regional metal sector. • Thailand: Joint Lead Arranger for Gulf Energy Development PCL’s first-ever
• Principal Adviser and Debt Adviser to Axiata Group Berhad for the merger public senior unsecured debentures issuance of THB24.0 billion marketed
of the telecommunications operations of Celcom Axiata Berhad and Digi. to retail investors.
com Berhad for a combined consideration of RM17.8 billion. • Vietnam: Mandated Lead Arranger, Underwriter and Bookrunner for Vietnam
• Joint Principal Adviser, Joint Lead Arranger and Joint Lead Manager for Sarawak Prosperity Joint Stock Commercial Bank’s (VPBank) USD600 million Senior
Petchem Sdn Bhd’s Sukuk Wakalah Programme of up to RM4.0 billion. Unsecured Syndicated Term Loan Facility, VPBank’s largest offshore syndicated
loan.
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
62
CASA
FD &
Others
* FY2021 PBT has been restated due to reclassification between Group Global Banking and Group Community Financial Services
Group Global Banking’s Profit Before Tax (PBT) In Malaysia, PBT declined by 5.4% YoY to For international operations, PBT increased by
increased by 14.1% YoY to RM5.21 billion RM3.37 billion, attributed to: 83.2% to RM1.84 billion, contributed by:
contributed by:
• Increase of 43.6% YoY in net impairment • Singapore: 11.1% growth in PBT due to a
• A 3.7% YoY increase in net operating income losses on loans as pre-emptive provisioning 17.2% increase in NOI, driven mainly by gains
(NOI) due to higher net fund based income made mainly on oil & gas related exposures. from treasury business, exceptional one-off
and non-interest income. • 5.8% increase in overheads resulting in loan-related fees as well as strong loans and
• A 3.4% YoY increase in net fund based income marginal CIR growth of 23.0% in FY2022 from trade growth.
mainly supported by well-managed funding 22.9% in FY2021. • Indonesia: More than 100% growth in PBT
cost mainly from Transaction Banking, as well • Offset by 5.2% YoY NOI growth as a result due to 84.7% YoY decrease in net impairment
as the higher interest rate environment and of 11.8% increase in net fund based income, losses, which was partially offset by an 8.6%
loans growth which lifted net interest margins mainly supported by well-managed funding decrease in NOI due to lower gains from
(NIM). cost and higher interest rates on loans, which treasury related activities.
• A 4.2% YoY increase in non-interest income improved NIM. • Greater China: PBT improved by 66.5% due
mainly due to higher trading income recorded • However, non-interest income declined by to 58.4% decline in net impairment losses,
by Global Markets. 3.7% YoY from lower IB&A and brokerage which was partially offset by lower NOI due
• Offset by 5.1% YoY increase in overheads income amid the challenging operating to reduced gains from investment banking,
resulting in a marginal increase in the cost environment, moderated by higher income treasury and loan related activities.
to income ratio (CIR) from 31.0% to 31.4%. from trading activities. • Philippines: 42.4% growth in PBT due to a
• 19.2% YoY reduction in net impairment losses 48.9% YoY decrease in net impairment losses
mainly contributed by lower provisions incurred and 8.1% contraction in overheads, which
by overseas operations amid write-backs from partially offset a decrease in NOI YoY due to
proactive efforts to manage the asset quality lower income from loans-related IB&A and
of our loans portfolio. brokerage activities.
• Vietnam: 30.2% growth in PBT due to a
98.6% YoY decrease in net impairment losses
and 1.7% increase in NOI from higher income
from syndication loan fees, trading activities,
IB&A deals and the brokerage business.
• Cambodia: 15.1% growth in PBT due to 18.1%
increase in NOI and higher net ECL write-backs
for FY2022. The NOI growth was driven mainly
by higher net fund based income supported
by higher average customer deposits during
the year.
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
63
Group
Insurance
& Takaful
Related Strategic Thrusts and Programmes: ST1 TO ST4 SP6 SP9 TO SP12
Refer to Our Operating Context on page 39 for Material Risks, Opportunities, Mitigating Actions and Outlook
OVERVIEW
As mobility returned to pre-pandemic levels across ASEAN, access to our intermediaries and branches improved compared to 2021. The opening up of the economy and
lifting of travel restrictions led to a strong rebound in demand for general insurance products such as motor and personal accidents. However, demand for life and family
Takaful investment-linked products was limited by market volatility. Meanwhile, a shift in customer interest drove us to develop solutions that are sustainable, inclusive
and easily accessible. We also continued to leverage our digital platforms and strategic partnerships to expand our ecosystems to serve a wider network of customers
as we work towards our M25+ aspiration to become a regional leader in insurance.
No. 1 Bancassurance/ No. 1 General Takaful No. 1 online General Recognised as the Launched Premier
TOP Bancatakaful player in Operator in Malaysia Insurer and Takaful in Best Family and Global Sustainable
ACHIEVEMENTS Regular Premium/ Malaysia with 55.2% General Takaful Equity Fund (PGSEF),
IN 2022 Contribution and Total market share, and Institutions by The among the first ESG
Life/Family with 20.4% leading online life Asset Triple A Islamic insurance products
and 19.1% market insurer in Singapore Finance Awards 2022 in Malaysia via
share respectively in Bancassurance channel
Malaysia
Greater emphasis was placed on wealth management products focused on legacy building under Bancatakaful in 2022, as the volatile investment market has capped
interest in investment linked products. Arising from the product shift, our Wealth Accumulation, Wealth Preservation and Wealth Distribution products gained traction
among our banca customers, leading growth in our Family Takaful segment. To better understand our customers, we leveraged our Etiqa Virtual Insurance
Advisor (EVIA) platform to gain insights into their insurance and Takaful needs. Since its launch, EVIA has assisted our intermediaries to improve their customer
engagement. Its value is reflected in the fact that it was used by about 39.9% of our intermediaries for customer profiling, and 22.5% eventually creating unique customer
profiles in 2022.
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
64
As a leading insurance and Takaful provider, we are constantly looking for ways to further drive
the sustainability agenda. This saw us establish a Sustainability Dashboard during the year to
address our sustainability gaps and track our progress on carbon emissions, which includes Etiqa’s
operations as well as our ESG investments portfolio and underwriting portfolio, among others. The
dashboard is also in line with our Value-Based Intermediation (VBI) commitment.
We have also introduced several key milestone products to help our customers to transition
sustainably. The Premier Global Sustainable Equity Fund, for example, is the first ESG Investment
Linked Product sold via Bancassurance in Malaysia. It allows customers to invest in companies with
activities linked to sustainable investment themes through our Bancassurance channel. Additionally,
we introduced first-in-Malaysia insurance and Takaful coverage for electric vehicle (EV) home
chargers to encourage the adoption of clean mobility.
Several programmes were also carried out as part of our commitment to ‘Making the World a Better Place’. We launched our first Etiqa Cares Centre in the
southern region at the Program Perumahan Rakyat Kempas Permai, Johor Bahru, in collaboration with Adab Youth Garage (AYG). At the centre, B40 youth will
get to participate in free educational activities and counselling sessions to prepare for their future. Preserving the marine ecosystem, the Etiqa Marine Conservation
Programme 2022 partnered Kelab Legasi Selam Skuba Malaysia (Leges Divers) to organise workshops and rejuvenate nine coral conservation units at the Salang
House Reef Dive Site in Kampung Salang, Pulau Tioman, with various species of newly propagated corals. Over in Cambodia, we teamed up with WaterAid Cambodia
to launch a co-funding programme to provide clean water supply, benefiting close to 200 families in Kandal, Phnom Penh. Meanwhile, our Etiqa Free Cervical
Screening programme with ROSE Foundation earned us the “Insurance & Takaful Company of the Year” award in the Women & Public Health category by CSR
Malaysia Publications at the Sustainability & CSR Malaysia Awards 2022.
For more on Etiqa’s financial inclusion initiatives, refer to Sustainability Review on page 121
Providing FEBA (Fast and Easy, Best Advice) Services Beyond Auto insurance
Leader in Digital Insurance Sphere Across ASEAN
During the year, we further enhanced our All Things Auto (ATA) platform with the introduction
of value-added services to provide holistic auto solutions to customers. Following the rollout As part of efforts to make insurance simpler and more easily accessible,
in 2021 of our back-end ATA System Release 3.0 functions, our case assignments have been we further enhanced the user interface in our Smile App to enable
automated to connect with the nearest active service providers. This improvement has helped faster claims submissions, easier navigation for medication delivery
shorten the turnaround time for Auto Assistance from approximately three hours to under requests, and one request touchpoint for local and overseas Hospital
an hour. In 2022, we launched Malaysia’s first Auto Assistance Location Tracker enabling Guarantee Letters and nearest medical providers.
customers to track the location of their auto service providers in real time via the Etiqa
In line with our brand promise of humanising insurance, we also
Smile mobile application. This is in line with our promise to be Fast and Easy to deal with
upgraded our Etiqa website to be user-friendly for the visually
for all our customers.
impaired. Having incorporated the Auditory Web Accessibility function,
now visually challenged customers can access and browse for medical
and other insurance products on our website independently. New
digital products were also developed to cater for the underserved,
such as the i-Care OKU, our first online Takaful plan for orang kurang
upaya (OKU) or disabled persons registered with Jabatan Kebajikan
Malaysia. This new product was designed to be affordable and easy
to apply for via the Etiqa website.
65
Net Operating Income Profit Before Tax General Insurance Premium/ Life Insurance Premium/Family
(RM million) (RM million) General Takaful Contribution Takaful Contribution
436.27
15.3%
44.3%
45.6%
Group Insurance & Takaful’s PBT declined In Malaysia, PBT grew by 8.0% YoY to RM1.03 For international operations, loss before
53.2% YoY to RM436.27 million, with the billion due to: taxation (LBT) increased to RM591.98 million
following contributing factors: from RM20.24 million, due to:
• Improved profit from underwriting mainly
• 34.2% YoY decline in investment income amid attributed to Life Insurance & Family Takaful • 22.2% YoY contraction in regional markets’
the continued rise in bond yields as well as from changes in actuarial reserve valuation combined gross premium to RM3.58 billion
lower underwriting profit of 52.6% YoY, from methodology resulting in increased surplus. from RM4.60 billion.
high surrenders of a universal life product in In addition, net investment income was 3.0% • Singapore: 26.6% YoY contraction in gross
Etiqa Singapore, as customers shift to higher higher YoY driven mainly by increased interest/ premiums to RM2.90 billion, attributed mainly
yielding assets amid the rising interest rate profit from fixed income investments though to decreased sale of single premiums. The
environment. moderated by the negative impact of yield country operations recorded an LBT of
• 3.3% YoY decline in combined gross premiums/ curve movement following the rise in yields RM589.31 million as compared to RM19.09
contributions to RM11.09 billion due to and widening credit spread during the period. million in FY2021 due to lower profit from
contraction in the Single Premium business. • 9.3% YoY growth in combined gross premiums/ underwriting following the impact of high
Net Adjusted Premium, however, grew by contributions to RM7.51 billion from RM6.87 surrenders of a universal life product, coupled
5.5% YoY to RM6.22 billion supported mainly billion in FY2021 supported by the motor and with net losses from investments.
by strong double-digit growth in the motor credit-related business. Net Adjusted Premium • Philippines: PBT declined by 44.2% YoY to
insurance/Takaful class. grew by 8.1% YoY to RM4.68 billion. RM20.61 million amid lower underwriting
• A 13.3% YoY decrease in Life Insurance & • The General Insurance & Takaful business profit, although partly moderated by 0.9%
Family Takaful premiums/contributions to grew by 17.3% YoY driven by all classes, YoY growth in gross premiums to RM464.62
RM6.81 billion, driven by the decline in Single especially the motor business. Its market share million.
Premium business, particularly from Etiqa increased to 15.4% from 14.3% YoY. • Indonesia: 6.7% YoY growth in gross premiums
Singapore, from a deliberate shift in focus • Life Insurance & Family Takaful new business to RM200.10 million cushioned the LBT which
towards longer-term sustainable solutions/ premiums/contributions grew by 4.8% YoY, reduced to RM13.23 million from RM31.39
products with higher margins. especially in the Credit business. Market share million in FY2021, as the underwriting deficit
• However, General Insurance & General Takaful increased from 12.0% to 12.2% YoY, while was lower for FY2022.
premiums/contributions increased by 18.4% new business value grew 6.7% YoY. • Cambodia: Increase in gross premiums to
YoY to RM4.28 billion due to growth in all RM15.50 million from RM5.71 million in
classes, particularly motor insurance/Takaful. FY2021. However, LBT increased to RM10.05
• Meanwhile, total assets decreased by 3.4% million from RM6.71 million due to higher
YoY to RM52.37 billion from RM54.19 billion management expenses.
in FY2021.
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
66
Group
Islamic
Banking
Refer to Our Operating Context on page 39 for Material Risks, Opportunities, Mitigating Actions and Outlook
OVERVIEW
As a leading Islamic finance provider in the region, we place significant importance on serving our customers, businesses and communities. During the year, we supported
the pick-up in business activities amid a reopening of economies by providing holistic financial solutions through Islamic Wealth Management (IWM) and Halal economy
initiatives in order to capture both the increase in consumer demand as well as investment opportunities for our customers. Prioritising inclusive financial opportunities,
we also assisted our customers to recover from the impact of the pandemic through sustainable and Islamic social finance initiatives. Aligned with Shariah principles,
we strive to further our sustainability agenda, rolling out impactful programmes that support communities while driving sustainable practices in our business conduct.
To build our thought leadership and contribute towards the development of global Islamic finance, we held the inaugural Maybank Islamic Global Connect Forum themed
“Driving Sustainable Impact Through Islamic Finance”.
Grew our assets by First bank in Malaysia Launched Malaysia’s Ranked 1st in Ringgit Retained the title of
9.2% YoY and retained to introduce Islamic first-of-its-kind Malaysia Sukuk League Islamic Bank of The
our position as a top Financial Planning integrated automobile Table and 4th in Global Year in Asia Pacific and
TOP five Islamic bank Certification to develop financing solution Sukuk League Table as Malaysia from Triple A
ACHIEVEMENTS globally and the largest specialists in IWM based targeted at electric well as successfully Islamic Finance Awards
IN 2022 in ASEAN in terms of on the five vehicle and hybrid advised five for the ninth consecutive
total assets pillars of creation, vehicle owners sustainability sukuk year and awarded Best
accumulation, issuances Islamic Finance
preservation, purification Institution in Asia and
and distribution Malaysia for 2022 by
Global Finance
67
We have also been driving awareness of our IWM propositions. On top of targeted marketing and advertising campaigns, we held three IWM Coffee
Talk sessions during the year with our IFP RMs, inviting 15 customers per session to provide a dedicated space to better understand their issues
and educate them about IWM solutions that could support their ambitions. In addition, we organised dialogues with industry experts to nurture
longstanding relationships with our customers and equip them with information on IWM to support their financial decisions throughout the various
stages of life. No less than 1,573 participants from Asia, Europe, America and Africa tuned in to Maybank Islamic’s Islamic Wealth Dialogue which Scan here
was held on a hybrid basis in December 2022. for video on
Islamic Wealth
Separately, in collaboration with the Group, IWM customers are now also able to monitor their assets and liabilities positions through the Digital Management
Wealth 360 platform on the MAE app and Maybank2u website.
More details are available in Group Community Financial Services on page 58
Initiatives to grow our IWM business are aligned with our pursuit to provide long-term sustainable value to our shareholders by strengthening our value proposition to
customers. Our efforts resulted in IWM revenue growing 32.2% YoY to RM1.70 billion in FY2022 (FY2021: 28.9% YoY to RM1.28 billion). This was mainly due to 29.7%
YoY growth in fund based income (FY2021: 25.5% YoY) to RM1.57 billion, and non-fund based income growth of 70.3% YoY (FY2021: 120.4% YoY) to RM132.45 million.
We continue to embed digital Islamic financial solutions that complement our customers’ life journeys. In collaboration with the Group’s Home2u rollout, we
embedded our Islamic home financing offering on this platform along with other financing packages like My First Home Scheme-i, to provide greater financial
accessibility to potential homeowners. With this initiative, we have managed to grant a total of RM841.0 million approved Islamic mortgage financing to 2,841
applicants as at end-December 2022, since its launch in March 2022.
More details of Home2u are available in Group Community Financial Services (GCFS) and Pervasively Digital sections on pages 57 and 70
In October 2022, we also launched the e-KYC for Zest-i and M2U Premier Islamic account openings on our MAE app. As this brings greater convenience to
customers, it resulted in strong growth in digital account opening which outpaced over-the-counter account opening by almost double during 2022.
Driving Positive Impact for Our Communities and the Environment Without Compromising Customers’ Needs
Demand for sustainable offerings picked up significantly in 2022 from corporate clients in their need to achieve their sustainability agendas as well as from
institutional investors seeking investments that meet their ESG and SRI mandate requirements.
Driven by this demand as well as our own aspiration to be an ESG leader in the region, we have been collaborating with our customers and partners to develop
more ESG-friendly offerings. This year, we worked closely with Maybank Investment Bank on the issuance of 10 Sustainability, Green and SRI-related sukuk offerings
through various roles including Joint and Lead Manager, Arranger, Principal Adviser, Facility Agent and Shariah Adviser. Among others, we were involved in TNB Power
Generation (TNBPG)’s inaugural sustainability sukuk, as well as in MBSB’s first sustainability sukuk, the world’s first to be issued by a Malaysian Islamic bank.
We also introduced an Electric Vehicle (EV) Financing Membership Programme in November 2022 titled InCharge. The sustainability-driven solution covers various
aspects of owning an EV or hybrid vehicle including financing and insurance/Takaful coverage, while providing access to EV charging privileges through the Park
Easy app. In addition, we installed EV charging stations at Dataran Maybank, the Kuala Lumpur Golf & Country Club and Mandarin Oriental Hotel, Kuala Lumpur
to contribute to the development of the infrastructure and ecosystem required to promote the use of EV and hybrid vehicles. MIB aims to add 10 EV charging
stations within the Klang Valley and other states by 2023. We believe there will be significant opportunities to meet the expectations of a growing number of
environmentally-conscious consumers through EV solutions and others that promote the transition to a low-carbon economy. These initiatives are aligned with our
commitment of Mobilising RM80 billion Sustainable Financing* by 2025 and the Malaysian Government’s National Energy Policy 2022-2040 of growing the EV
market share to 38% by 2040.
In December 2022, we also introduced eco-friendly credit cards, made mostly of bio-sourced and renewable materials, and which reward cardholders for spending
with specified eco-friendly merchants and sustainable businesses. This is aligned with our efforts to promote sustainability and to reduce our carbon footprint.
We also held the inaugural Maybank Islamic Global Connect Forum themed “Driving Sustainable Impact Through Islamic Finance” in March 2022. The collaborative
event with Islamic Markets seeks to stimulate dialogue between industry leaders from across the globe and foster collaboration on sustainability, inclusivity and
delivering a positive impact. The overall forum covered three thematic sessions which were the integration of ESG and Islamic finance; digital and technology
propositions; and the global Halal economy and its ecosystems. The virtual three-day event attracted a total of 583 global viewers.
In keeping with our mission of Humanising Financial Services, we continue to find meaningful ways to support our communities and businesses through community
empowerment programmes across ASEAN, leveraging Islamic Social Finance tools such as zakat, sadaqah and waqf. Our efforts to improve the lives of asnaf
households included 32 zakat programmes that seek to create a positive impact. While continuing with existing programmes such as Zakat RISE, our student
entrepreneurship programme, Urban Farming, and Ehsan Financing, we also introduced new programmes in 2022 such as Zakat Financing, an Entrepreneurship
Development Programme for Women and the Megapreneurship Project (collaboration with Group Community Financial Services). During the year, we disbursed a
total of RM25.53 million through various Majlis Agama Islamic Negeri as well as Maybank Islamic Zakat programmes towards entrepreneurship funding to
underprivileged households such as Zakat Financing and the Megapreneurship Project. In addition, we provided food aid and relief assistance, such as Ramadhan
Relief, to vulnerable households via various humanitarian aid programmes which supported more than 45,000 beneficiaries.
* Target for Commitment 1 has been revised from RM50 billion. Details are available in Our Strategy and Sustainability Review sections on pages 40 and 119
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
68
Net Operating Income Profit Before Tax Gross Financing Deposits & Unrestricted
(RM billion) (RM billion) (RM billion) Investment Account
(RM billion)
+15.6% +7.3% +10.0%
7.73 257.84
+12.2%
234.33
6.68 26.66 249.91
4.75 25.19 +5.8%
222.69
4.43
231.18
+10.5%
209.14
Gross
Financing
Financing
Managed
by the Bank
Maybank Group Islamic Banking (MGIB)’s net In Malaysia, PBT increased by 8.9% YoY to For international operations, PBT declined by
profit before tax (PBT) improved 7.3% YoY to RM4.54 billion due to: 18.3% to RM212.75 million:
RM4.75 billion, supported by:
• 14.7% YoY increase in NOI, driven by MIB’s • Singapore: PBT decreased 12.1% YoY, due
• Net operating income (NOI) grew by 15.6% NFBI 11.5% YoY growth which was led by to lower NFBI by 14.5% and increase in net
YoY to RM7.73 billion amid strong income financing assets growth as well as higher impairment losses of 58.4%. Financing assets
growth from both net fund based income policy rates. Meanwhile liquidity and funding grew by 3.9% primarily led by CFS Retail SME
(NFBI) and non-fund based income (NoFBI).
management continued to improve with and commercial banking portfolios.
• NFBI growth of 12.5% YoY from healthy gross
financing (including financing managed by the healthy growth in CFS deposits. • Indonesia: Unit Usaha Syariah PBT was lower
Bank) which increased 10.0% YoY mainly in • 10.6% YoY growth in MIB’s gross financing by 26.4% YoY amid continuous measures to
our home markets. Meanwhile, deposits and (including financing managed by the Bank), safeguard asset quality by setting aside higher
unrestricted Investment Account (UA) grew led by mortgage, auto, term financing and net impairment losses (124.2% YoY). However,
by 12.2% YoY, mainly from term funding STRC-i. Deposits and UA also grew by 13.1% NOI improved by 44.3% YoY driven by higher
growth which moderated the net financing from stronger CFS term deposits as a result margin income and lower dividend expense,
margin. MGIB’s NFBI contributed to 32.9%
of efforts to improve its liquidity profile and which was aligned with the growth in financing
of Maybank Group’s total net interest income
(NII) as compared to 31.7% in the previous funding cost. MIB contributed 41.6% and assets and CASA, coupled with an increase
financial year. Gross financing and deposits 36.8% of Maybank Group’s financing and in NoFBI.
contributed to 43.9% and 39.1% of Maybank deposits respectively (2021: 39.8% for Offset by:
Group’s gross loans and deposits respectively financing, 33.7% for deposits). • Labuan: PBT increased by 9.1% YoY on lower
(FY2021: 42.3% and 36.1% respectively). • 46.0% YoY increase in NoFBI from inclusion net impairment losses of 124.4% YoY, despite
• Double-digit growth of 45.5% YoY in NoFBI of RPSIA profit sharing fees and strong a 65.5% YoY decrease in NOI.
mainly due to growth in core fee income in
performance by IWM in FY2022. • Overall, PPOP from international operations
Maybank Islamic Berhad (MIB), contributed
by the inclusion of Restricted Profit Sharing • Offset by 26.5% YoY increase in overheads increased by 9.9% YoY and contributed to
Investment Account (RPSIA) profit sharing due to personnel costs, resulting in higher CIR 7.6% of MGIB’s total PPOP.
fees* and new value driver, namely Islamic at 30.3% for FY2022 (FY2021: 27.5%) and
Wealth Management (IWM). Non-fund based • 29.4% YoY increase in net impairment losses
income ratio stood at 11.9%, which was 2.4% following continuous provision assessments
higher than in FY2021. for corporate and SME borrowers.
• Offset by overheads growth of 29.5% YoY,
mainly from higher personnel costs which
resulted in the cost to income ratio (CIR)
increasing to 31.2% from 27.8% in FY2021.
• Meanwhile, net impairment losses increased
by 42.8% YoY from continuous assessments
to safeguard asset quality in corporate and
SME borrowers.
* Effective 1 January 2022, net income from RPSIA assets were reclassified from NFBI to NoFBI following the treatment of RPSIA as off-balance sheet
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
69
ion
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OVERVIEW
Along with growing digital economies and rapidly evolving
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financial services” Le prem
video Maybank will continue to invest to accelerate the development
of our digital capabilities over the next three to five years as
part of our M25+ strategy to support the Group’s long-term
sustainability and stay ahead of emerging competition.
70
Pervasively Digital
71
Pervasively Digital
∙ In September 2022, we rolled out Phase 2 of the Retail Payment ∙ Our FutureReady (FR) Programme, already in the fifth year, continues
Platform (RPP), an industry initiative in Malaysia to facilitate immediate to realise business impacts from the digital skills applied by
payment and receipt of funds between buyers and sellers with real- Maybankers such as generating over RM5 billion in sales from its
time authentication features under the following modules: Digital Marketing programme participants.
– DuitNow Request ∙ Techies Internship Programme (TIP) was launched in July 2022 as
– DuitNow Online Banking part of our pipeline building strategy, with selected second-year IT
– DuitNow AutoDebit - Consent Registration and Maintenance students.
– DuitNow AutoDebit
∙ Launched the M25UP programme for leaders across the Group,
∙ In November 2022, we launched the enhanced Maybank2E which curated to nurture more dynamic, digitally-inclusive and solution-
enables online form submission for client on-boarding, as well as oriented leaders, aligned with our M25+ strategic plan. 35 cohorts
products subscription which resulted in a shorter turnaround time covering about 3,500 employees will be conducted from August
(TAT). 2022 until the second quarter of 2023.
72
Customer
Experience
OVERVIEW
Customer-centricity forms one of the five thrusts of our M25+ strategy, driving us to build on our customer-centric principles in order to attain the Group’s desired
goals. As our customers’ needs are evolving, we have redesigned our offerings and interaction processes to offer hyper-personalised solutions and integrated engagements
to enhance every touchpoint of their journey. While assimilating even more technology for greater efficiency and accessibility, we are also conscious of retaining our
human touch to continuously strengthen our emotional bonds with our customers. Ultimately, everything we do starts and ends with customers at heart, aligning with
our mission of Humanising Financial Services.
TOP
ACHIEVEMENTS Achieved a Net Promoter Score of +24, Recognised as the Best Digital Bank Launched a new digital complaints
IN 2022 continuing to be the industry leader for For CX in Malaysia by Digital CX management platform, Voice of Customer
customer experience among local and Awards 2022 (VOC), to gather real-time customer
international banks in Malaysia feedback to address transactional-related
issues
73
Group
Human
Capital
OVERVIEW
At Maybank, we aspire to develop a world-class workforce delivering world-class results. Our comprehensive efforts are geared towards holistically powering a bionic
workforce as we elevate Maybankers into next-generation wholesome talents, aligned with our M25+ strategy. Our people strategy continues to be guided by the
following three thrusts to shape a thriving, diverse and inclusive workplace that enables employees to be engaged, future-ready as well as mentally and physically fit.
Workforce Futurisation by
Workplace Futurisation by FutureReady Infrastructure through
Accelerating Development and
Institutionalising New Ways of Working Innovative Platforms, Processes and Tools
Productivity of Our Talent
* Refers to our human capital talent in its entirety, and the futurisation of our talent management processes to ensure that our people have FutureReady skills, competencies and values
that are representative of a bionic workforce.
74
∙ All that we do is designed to promote balanced work-life integration, enabling ∙ Various upskilling programmes were deployed for employees to accelerate their
employees to thrive at work, at home and in their communities. We continue career progression and to take on greater responsibilities. Of these, the Workplace
to prioritise the holistic well-being of employees and redefine the employee Enabler programme saw the graduation of its 338 successful non-clerical
experience through our #HUMANISINGWorkplace approach, which broadly participants and their subsequent promotion to clerical grade. We also launched
encapsulates the physical, mental, emotional and performance aspects of work. the Scale-up Clerical programme at branches via the Universal Banker model, as
part of our strategy to equip a future-ready and customer-centric workforce.
∙ We undertook the following key initiatives this year:
∙ To unleash our leaders’ potential, the M25 Unlimited Potential (M25UP) programme
was rolled out to further inculcate enterprise thinking, inclusive leadership,
Launched Mental Well-being Roadshow 2022 in Malaysia and Indonesia
customer-centricity and a sustainability mindset; and was attended by more than
to raise awareness of mental health and the resources available for 1,000 leaders across the Group, with the last cohort expected to complete the
Maybankers. programme by the end of the second quarter of 2023 with the participation of
Made available counselling sessions to all employees, either via Zoom an estimated 3,500 leaders.
or on-site. On-site counselling sessions are conducted on a bi-monthly ∙ A total of 36,763 (2021: 34,361) employees Group-wide have enrolled in various
basis at Menara Maybank, Dataran Maybank and Mercu Maybank. FutureReady programmes, which focus on enhancing employees’ digital skills.
Among those upskilled were 573 employees who took up Business Analytics
Introduced the #MindOurMinds Podcast series for Maybankers, focusing
training, enabling them to develop new data-driven insights and increase efficiencies
on mental health-related conversations and ways to preserve one’s
through automation. Meanwhile, the 2,133 sales employees who underwent
psychological well-being.
Digital Marketing training were able to generate over RM5 billion in sales.
Formalised the Maybank Group Self-Led Sustainability & Volunteerism
∙ To accelerate organisational development, a series of 21 workshops was facilitated
Policy to encourage Maybankers to lead volunteer efforts. Maybankers to focus on removing “dead horses”, i.e. roadblocks to productivity. Over 300
may apply for Volunteerism Leave and one-month Sustainability Leave participants across various levels and sectors produced 52 ideas relating to
per year for longer-term projects, with the option to extend for an people, processes, policies and technology. 24 ideas have since been approved
additional one month, subject to approval. and successfully implemented, of which 12 have already indicated positive
measurable impact, including top-line revenue growth, work process automation,
∙ To date, a total of 100 Maybankers have been certified as Mental Health First organisational re-design and business re-alignment.
Aiders (MHFAs) through a collaboration with the Malaysian Mental Health
∙ Launched the Maybank Virtual Market, Smart Farming System, and Urban Farming
Association. MHFAs are the first point of contact for employees seeking mental
Virtual Galleries in March 2022, during the Maybank Urban Farm (MUF) Open
health assistance. Day – in line with the Bank’s commitment to achieving our sustainability goals,
∙ Over 7,700 Maybankers have participated in our Quarterly Step + Sleep Challenge which include various other MUF-related initiatives such as in-house training in
since its launch in 2021 to encourage employees to rest well and lead a healthy urban farming, and community outreach programmes.
lifestyle, offering eligible Maybankers Well-being Leave. ∙ We continue to build our sustainability talent pool via various bespoke initiatives
To ensure a safe and thriving work environment, we unveiled a permanent under the Sustainability Capability Programme. New initiatives such as Green
alternate office, Mercu Maybank, as part of our business continuity management. Labs were activated among employees to encourage “Living Sustainability”
adoption and advocacy at work and home. In total, 363 Green Lab Train the
We continue to remain vigilant and uphold best practices to safeguard our
Advocates workshops have been conducted Group-wide, with approximately
employees by imposing compulsory COVID-19 self-testing and vaccination
1,082 Sustainability Advocates trained.
requirements, as well as providing self-test kits, unrecorded leave for vaccinations
and related assistance. ∙ Agile@Scale was rolled out to institutionalise the Agile way of working across
the Maybank Group, starting with the M25+ Strategic Programmes. As part of
∙ As severe floods continue to affect several states in Malaysia, we extended our the initial roll-out, 276 squad members, Initiative Owners and Strategic Programme
humanitarian aid in various forms to Maybankers, from cash and essential needs Leads have undergone certified Agile Fundamentals training as of December
to provision of temporary accommodation as well as mental health support via 2022.
our internal MHFAs.
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
75
4.3%
5.9%
17.3% 18.1%
44.0%
20.5%
WORKFORCE WORKFORCE
WORKFORCE BY AGE DIVERSITY
BY GENDER GROUP (Malaysia only)
(Years)
69.3%
56.0% 34.3%
30.3%
Female Male < 30 30-39 40-50 >50 Malay Chinese Indian Others
– We were recognised by Bloomberg in its 2022 Gender-Equality Index (GEI), a recognition we have been given since 2017.
– Continuous efforts to meet our M25+ target of increasing the percentage of Women in Senior Management from 41% currently (2021: 41%) to 45% by 2025.
– Activation of various DEI programmes for women, youth talent, retirees, international employees, mental health, allyship and employee resource groups.
∙ We continuously expand our network of communities beyond the Bank as part of efforts to grow our future workforce, customers and brand advocates. This further
reinforces our M25+ strategy and advances our DEI agenda in building a sustainable community. In 2022, we introduced MaybankerX, a lifelong alumni network for
resignees and retirees to stay connected and truly embrace our “Once a Maybanker, Always a Maybanker” motto.
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
76
Remuneration
Our remuneration and rewards philosophy is aligned with the Group's strategies and stakeholders’
interests, fostering a performance-oriented and prudent risk-managed culture to deliver long-
term sustainable returns and strong business performance.
We have in place a comprehensive Total Rewards system, which is Influences Total rewards strategy Outcomes
a strategic human capital component embedded with sustainability
considerations of the integrated Talent Management framework, Employee Experience
INTERNAL
that guides us to effect “Reward Right” principles to drive positive Compensation and Engagement
• Group Strategy
outcomes and deliver exponential business results responsibly. The • Culture & Values Benefits
system not only supports Maybank Group’s strategy and business • Human Capital Attract Motivate
plan, it is also critical to improving employee productivity and Strategy Well-Being
engagement. By focusing on the right compensation, benefits and Recognition
development support, it inspires our employees to achieve their EXTERNAL Retain Engage
• Social Norm Development &
personal and professional aspirations.
• Regulatory Career Progression Business Performance
To uphold our Environmental, Social and Governance (ESG) • Labour Market & Results
commitments, ESG is embedded in various aspects of our Total
Rewards management through proper governance, performance measurement standards and prudent risk management considerations. Governed by sound principles, our
remuneration policies and practices are reviewed periodically to ensure alignment with regulatory requirements and to reinforce a high-performance culture. The aim is
to attract, motivate and retain talents through market competitiveness and responsible values.
COMPONENTS OF REMUNERATION
Maybank Group embraces a holistic Total Rewards Framework comprising Total Compensation, Benefits & Well-Being, Recognition, and Development & Career Opportunities.
i) Total Compensation
Maybank Group’s Compensation Policy ensures that our employees are paid salaries in line with the market rate. We ensure our differentiated compensation levels
are competitive through annual salary reviews, variable bonuses and long-term incentive plans (for eligible senior management and above) to retain, motivate and
reward our talents.
Our Total Compensation is based on two components, Fixed Pay and Variable Pay (i.e. Variable Bonus and Long-term Incentive Award), with targeted Pay Mix levels
designed to align with the long-term performance goals and objectives of the organisation. The compensation framework provides a balanced approach between
fixed and variable components that change according to the performance of the Group, business/corporate function and individual.
FIXED PAY
VARIABLE PAY
Variable Bonus
• Reinforce a pay-for-performance culture and adherence to Maybank Group’s Core Values, TIGER.
• Variable cash award design that is aligned with the risk management and long-term performance goals of the Group through our deferral and claw-back
policies.
• Based on the overall performance of the Group, business/corporate function and individual.
• Premised on the Balanced Scorecard (BSC) approach (comprising financial and non-financial KPIs) that is tailored to drive the desired behaviour and
performance levels in creating long-term shareholder value.
Long-Term Incentive Award
• A significant component of Senior Management’s Total Compensation with the intent to drive sustainable, longer-term risk management and to meet the
Group’s Strategy.
Deferral Policy: Any Variable Bonus in excess of certain thresholds will be deferred over a period of time. A Deferred Variable Bonus will lapse immediately
upon termination of employment (including resignation) except in the event of ill health, disability, redundancy, retirement or death.
Clawback Provision: Maybank’s Board has the right to make adjustments or clawbacks to any Variable Bonus or Long-Term Incentive Award if deemed
appropriate based on risk management issues, financial misstatement, fraud, gross negligence or wilful misconduct.
Employee benefits are integral to our Total Rewards management, along with the integration of ESG values and M25+ objectives. Maybank’s benefits programme
provides financial protection, healthcare benefits, paid time-off, employee loans at preferential rates and other benefits that support work-life integration. These
are reviewed periodically and benchmarked against industry practices and evolving trends within the rapidly changing business environment. We embrace a holistic
way of working that embeds sustainability considerations to cater to our employees’ physical, mental and emotional well-being as well as their financial, social and
career needs.
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
77
Remuneration
Eligibility for the ESGP is subject to fulfilment of the ESGP vesting conditions as well as meeting the performance criteria at the Maybank Group and individual levels.
The first ESGP Award that was granted in December 2018 vested in December 2021, while the second ESGP Award granted in September 2019 was vested in September
2022. The last tranche of the ESGP Award (i.e. fifth ESGP Award) under the current plan was granted in September 2022 and will be vested in 2025. There will be no
further awards under the current ESGP.
In line with the Group’s remuneration strategy to drive long-term sustainable goals to maximise shareholder value, a new Long-Term Incentive Plan is to be rolled out
in 2023. The new plan will run concurrently with the existing plan until its expiry in 2025.
The Group has strong internal governance on the performance and remuneration of control functions which are measured and assessed independently of the business
units to avoid any conflict of interests. The remuneration of employees in control functions are predominantly fixed to reflect the nature of their responsibilities. Annual
reviews of their compensation are benchmarked internally and against the market to ensure they are competitive.
Based on sound Performance Management principles, our Key Performance Indicators (KPIs) continue to focus on outcomes aligned with our business plans. Each of the
Senior Officers and Other Material Risk Takers (OMRT) carries Risk, Governance and Compliance goals in his/her individual scorecards which are cascaded accordingly.
The right KPI setting continues to shape our organisational culture while driving risk and compliance agendas effectively. Inputs from control functions and Board
Committees are incorporated into the respective functional areas and individual performance results.
T he FY2022 compensation outcome for Senior Officers does not include the compensation of the Group President & CEO as it is disclosed in the Corporate Governance Overview
Statement on page 103
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
78
Board of
Directors
1 2
3 Datuk R. Karunakaran
Senior Independent Non-Executive Director
5 6
9 10
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
79
3 4
Edwin Gerungan
5
Independent Non-Executive Director
7 8
Shariffuddin Khalid
10 FCMA, CGMA
Independent Non-Executive Director
Shirley Goh
12
Independent Non-Executive Director
11 12
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
80
Board of Directors
• Bachelor of Science in Communications Engineering, • Bachelor of Science in Business Administration, • Postgraduate Course on Industrial Project Planning,
Plymouth Polytechnic, United Kingdom Washington University, USA University of Bradford, UK
• Corporate Finance, Strategies for Creating Shareholder • Advanced Management Program, Harvard Business • Bachelor of Economics (Accounting) (Hons), University
Value Program, Kellogg School of Management, School, USA of Malaya, Malaysia
Northwestern University, United States of America • Fellow, Chartered Banker, Asian Institute of Chartered
Relevant Working Experience:
• Strategic Leadership Programme, University of Bankers
Oxford’s Saïd Business School Served the Malaysian Investment Development Authority
Relevant Working Experience:
• IMD CEO Roundtable, Lausanne, Switzerland (MIDA) for over 35 years in various positions including
Close to 30 years of knowledge and experience from Director and Director-General. MIDA is responsible for
Relevant Working Experience:
the financial services and capital markets industry. He the promotion and coordination of the development
Over 30 years of experience in the telecommunications was previously the Group Managing Director of RHB of the manufacturing and services sector in Malaysia
industry holding various key and senior management Banking Group, where he was responsible for charting including promoting domestic and foreign investment.
roles, including his last position as Group Chief Executive the Group’s strategic direction and leading the organisation
Present Directorship(s):
Officer of Telekom Malaysia Berhad (TM) prior to his to achieve its goals and value creation objectives.
retirement in 2017. • Listed Entity/Entities:
Present Directorship(s):
– Director, Maybank
Present Directorship(s):
• Listed Entity/Entities: – Chairman, ILB Group Berhad (formerly known as
• Listed Entity/Entities: – Executive Director/Group President & Chief Integrated Logistics Berhad)
– Chairman, Maybank Executive Officer, Maybank
• Other Public Company/Companies:
– President Commissioner, PT Bank Maybank
• Other Public Company/Companies: – Chairman, Maybank Singapore Limited
Indonesia Tbk
– Director, Perdana Leadership Foundation – Chairman, Maybank Ageas Holdings Berhad
• Other Public Company/Companies:
– Director, Maybank Singapore Limited
– Director, Cagamas Holdings Berhad
– Director, Financial Industry Collective Outreach
– Vice Chairman, Asian Institute of Chartered
Bankers
Declaration: Note:
All the Directors: * Tan Sri Dato’ Sri Zamzamzairani Mohd Isa and Cheng Kee Check are
• have no family relationship with any Director and/or major shareholder of Maybank; nominees of Permodalan Nasional Berhad
• have complied with Maybank’s policies on conflict of interest; #
As Director and Group President & Chief Executive Officer
• have not been convicted of any offence within the past five years; and • Age is as at 28 February 2023
• have not been imposed any public sanction or penalty by the relevant regulatory bodies during the
financial year.
Full profiles of the Directors can be found in Section B of the Corporate Governance Report published on Maybank Group’s corporate website at www.maybank.com
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
81
Board of Directors
ANTHONY BRENT ELAM CHE ZAKIAH CHE DIN FAUZIAH HISHAM FCIS (CS) (CGP)
Independent Independent Independent
Non-Executive Director Non-Executive Director Non-Executive Director
• Master of Business Administration (Finance and • Bachelor of Economics (Hons), University of Malaya, • Fellow Member of The Chartered Governance
International Business), New York University, USA Malaysia Institute, UK
• Bachelor of Science in Foreign Service, Georgetown • Qualified Risk Director, Institute of Enterprise Risk
Relevant Working Experience:
University, USA Practitioners
More than 30 years of experience working with Bank
Relevant Working Experience: Relevant Working Experience:
Negara Malaysia in the areas of supervision and
Over 30 years of senior management positions in regulation of banking institutions and developmental Over 30 years of banking experience having served in
various large caps such as Chief Risk Officer of PT financial institutions. The last position she held prior senior management positions in J.P. Morgan Chase
Bank Central Asia Tbk, PT Bahana Pembinaan Usaha to her retirement in 2017 was Director, Financial Bank, Standard Chartered Bank and Australia & New
Indonesia and Citibank. Conglomerates Supervision Department. Zealand Banking Group in Malaysia. She served as
Chairman of the board of J.P. Morgan Chase Bank
Present Directorship(s): Present Directorship(s):
Berhad prior to joining Maybank Board in May 2018.
• Listed Entity/Entities: • Listed Entity/Entities:
Present Directorship(s):
– Director, Maybank – Director, Maybank
• Listed Entity/Entities:
• Other Public Company/Companies: • Other Public Company/Companies:
– Director, Maybank
– Chairman, Maybank (Cambodia) Plc – Director, Maybank Investment Bank Berhad
– Director, Hengyuan Refining Company Berhad
– Director, Maybank Singapore Limited – Director, Maybank IBG Holdings Ltd
– Director, FIDE Forum • Other Public Company/Companies:
– Chairman, Maybank Philippines Inc.
– Director, Agensi Kaunseling dan Pengurusan
Kredit
CRC Credit Review Committee NRC Nomination and Remuneration Committee RMC Risk Management Committee AC Audit Committee
82
Board of Directors
• LLB (Hons), National University of Singapore, • Bachelor of Arts in Philosophy, Principia College, • PhD in Nuclear Physics, Oxford University, UK
Singapore Elsah, Illinois, USA • Bachelor of Science in Physics, Surrey University,
UK
Relevant Working Experience: Relevant Working Experience:
Relevant Working Experience:
Over 30 years of experience as a practising corporate Over 40 years of experience having served in key
lawyer, and was a partner at Messrs Skrine from 1997 positions of banking institutions and private companies 30 years of global financial management experience
until his retirement in December 2022. His practice including Citibank, Bank Central Asia, Bank Danamon, in investment banking, asset management and Islamic
areas include mergers, acquisitions, takeovers, and Bank Mandiri and PT Indonesia Infrastructure Finance. finance with over 20 years in senior management roles
restructurings of companies. He was previously also a at local and multinational companies.
Present Directorship(s):
Director of PNB Development Sdn. Berhad and Seriemas
Present Directorship(s):
Development Sdn. Berhad. • Listed Entity/Entities:
– Director, Maybank • Listed Entity/Entities:
Present Directorship(s):
– Commissioner, PT Bank Maybank Indonesia Tbk – Director, Maybank
• Listed Entity/Entities:
• Other Public Company/Companies: • Other Public Company/Companies:
– Director, Maybank
– Nil – Chairman, Maybank Investment Bank Berhad
• Other Public Company/Companies: – Chairman, Maybank IBG Holdings Ltd
– Chairman, Maybank Trustees Berhad – Chairman, Maybank Asset Management Group
Berhad
Declaration: Note:
All the Directors: * Tan Sri Dato’ Sri Zamzamzairani Mohd Isa and Cheng Kee Check are
• have no family relationship with any Director and/or major shareholder of Maybank; nominees of Permodalan Nasional Berhad
• have complied with Maybank’s policies on conflict of interest; #
As Director and Group President & Chief Executive Officer
• have not been convicted of any offence within the past five years; and • Age is as at 28 February 2023
• have not been imposed any public sanction or penalty by the relevant regulatory bodies during the
financial year.
Full profiles of the Directors can be found in Section B of the Corporate Governance Report published on Maybank Group’s corporate website at www.maybank.com
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
83
Board of Directors
• Fellow Member of The Chartered Institute of • Master of Business Administration, Southern Illinois • Member of The Malaysian Institute of Certified
Management Accountants, UK University, USA Public Accountants
• Bachelor of Science in Marketing, Southern Illinois • Member of the Malaysian Institute of Accountants
Relevant Working Experience:
University, USA
Relevant Working Experience:
Over 30 years of experience in the banking/corporate • Advanced Management Program, Wharton School
sector and Bank Negara Malaysia (BNM). He served of Business, University of Pennsylvania, USA Over 40 years of experience providing audit and
as Director, Strategic Communications at BNM and business advisory services, having worked with
Relevant Working Experience:
also as a pioneer Director of the Malaysia International PricewaterhouseCoopers (PwC) Malaysia for 41 years,
Islamic Financial Centre. Earlier, he was part of the Over 35 years of banking experience having served in of which 24 years were as a Partner. She also has
management team that established Pengurusan senior management positions such as Managing Director/ experience advising on local and cross-border merger
Danaharta Nasional Berhad. Chief Executive Officer of Affin Bank Berhad and Affin & acquisition transactions.
Holdings Berhad and President/Managing Director of
Present Directorship(s): Present Directorship(s):
Bank Kerjasama Rakyat Malaysia Berhad.
• Listed Entity/Entities: • Listed Entity/Entities:
Present Directorship(s):
– Director, Maybank – Director, Maybank
– Director, MCB Bank Limited • Listed Entity/Entities: – Director, UEM Edgenta Berhad
– Director, Marine & General Berhad – Director, Maybank
– Commissioner, PT Bank Maybank Indonesia Tbk • Other Public Company/Companies:
• Other Public Company/Companies:
– Director, Maybank Asset Management Group
– Director, Maybank Islamic Berhad • Other Public Company/Companies:
Berhad
– Director, Maybank (Cambodia) Plc. – Chairman, Maybank Islamic Berhad
– Director, Maybank Trustees Berhad
– Trustee, Yayasan Budiman Universiti Teknologi
MARA
– Trustee, Tabung Pendidikan 1 Bilion
CRC Credit Review Committee NRC Nomination and Remuneration Committee RMC Risk Management Committee AC Audit Committee
84
Group Executive
Committee
1 Dato’ Khairussaleh Ramli
Group President & Chief Executive Officer
2 Khalijah Ismail
Group Chief Financial Officer
6 Kamaludin Ahmad
Group Chief Executive Officer,
Insurance & Takaful
10 Gilbert Kohnke
Group Chief Risk Officer
14 Taswin Zakaria
President Director, Maybank Indonesia
10 11
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
85
2 3 4
7 8 9
12 13 14
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
86
Date of Appointment: 1 October 2018 Over 25 years of regional financial services experience encompassing consumer,
commercial, wealth management and investment banking. Previously, the CEO of
Qualification(s):
Maybank Investment Bank Berhad and Maybank Investment Banking Group.
• Bachelor of Economics (Hons), University of Queensland, Brisbane, Australia
• Chartered Banker, Asian Institute of Chartered Bankers Present directorship(s) in Maybank Group, other public companies and listed
• Advanced Management Program, Harvard Business School entities:
• Fellow of the Association of Chartered Certified Accountants (ACCA), UK Present directorship(s) in Maybank Group, other public companies and listed
• Chartered Accountant, Malaysian Institute of Accountants (MIA) entities:
• Advanced Management Program, Harvard Business School
• Etiqa General Takaful Berhad
• Maybank Islamic Asset Management Sdn Bhd
KAMALUDIN AHMAD
Group Chief Executive Officer, Insurance & Takaful
Date of Appointment: 1 December 2013 Over 30 years of financial services industry experience with large local corporates
and a multinational company. Has six years of regulatory and risk experience with
Qualification(s):
the Securities Commission and Bank Negara Malaysia.
• Bachelor of Science (Hons) in Actuarial Science, University of Kent, Canterbury,
UK Present directorship(s) in Maybank Group, other public companies and listed
entities:
Notes:
• Age is as at 28 February 2023
• Present directorship(s) in subsidiaries of Maybank Group by members of the Group Executive Committee can also be found on pages 266 to 269 of the Financial Statements
• Effective 1 April 2023, Alan Lau Chee Kheong, previously Group Chief Compliance Officer, has been appointed Group Chief Operations Officer, following the retirement of Jerome Hon
Kah Cho. Meanwhile, to meet our M25+ strategic aims and facilitate better effective and seamless executive of our strategy, our International operations now report directly to Group
Global Banking, Group Community Financial Services or GPCEO’s office, depending on the core business of the country
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
87
KHALIJAH ISMAIL
Group Chief Financial Officer
Date of Appointment: 1 October 2021 Over 30 years leading various roles within Maybank Group, spanning across Corporate
& Investment Banking, International Operations and Group Finance including
Qualification(s):
managing Group-wide transformation programmes.
• Fellow Member of the Association of Chartered Certified Accountants
(ACCA), UK Present directorship(s) in Maybank Group, other public companies and listed
• Member of the Malaysian Institute of Accountants (MIA) entities:
Date of Appointment: 22 September 2008 Over 20 years of diverse functional and leadership roles in multinationals and large
local organisations across several sectors including academia, telecommunications,
Qualification(s):
technology and financial services.
• Chartered Banker, Chartered Banker Institute (CBI)
• Advanced Management Program, Harvard Business School Present directorship(s) in Maybank Group, other public companies and listed
• Chartered Accountant, Malaysian Institute of Accountants (MIA) entities:
• Postgraduate certification in Human Resource Development, Cornell
• Etiqa General Insurance Berhad
University, USA
• MBB Labs Pvt Ltd (India)
• Gallup Strengths Level II Coach
• Yayasan Khazanah
Date of Appointment: 1 April 2015 Over 30 years of experience in business and technology leadership roles within the
financial services and telecommunications domain in national and multinational
Qualification(s):
organisations.
• Master of Business Administration, Charles Sturt University, Australia
• Chartered Banker, Asian Institute of Chartered Bankers Present directorship(s) in Maybank Group, other public companies and listed
• Advanced Management Program, Harvard Business School entities:
• Fellow, Malaysian Institute of Management
• Maybank Shared Services Sdn Bhd
• MCB Bank Limited
• MBB Labs Pvt Ltd (India)
• Malaysian Global Innovation & Creativity Centre Bhd
Declaration:
The Group Executive Committee members have no family relationship with any director and/or major shareholder of Maybank, conflict of interest with Maybank and have not been
convicted of any offence within the past five years, or been subject to public sanction or penalty imposed by the relevant regulatory bodies during the financial year
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
88
GILBERT KOHNKE
Group Chief Risk Officer
Nil
Date of Appointment: 1 December 2013 Close to 30 years in Maybank, more than seven years of which were as the Group
Chief Audit Executive. Additionally, he has eight years of audit experience prior to
Qualification(s):
joining Maybank.
• Member of Malaysian Institute of Certified Public Accountants (MICPA)
• Member of Malaysia Institute of Accountants (MIA) Present directorship(s) in Maybank Group, other public companies and listed
• Chartered Banker (AICB, CBI) entities:
Nil
Notes:
• Age is as at 28 February 2023
• Present directorship(s) in subsidiaries of Maybank Group by members of the Group Executive Committee can also be found on pages 266 to 269 of the Financial Statements
• Effective 1 April 2023, Alan Lau Chee Kheong, previously Group Chief Compliance Officer, has been appointed Group Chief Operations Officer, following the retirement of Jerome Hon
Kah Cho. Meanwhile, to meet our M25+ strategic aims and facilitate better effective and seamless executive of our strategy, our International operations now report directly to Group
Global Banking, Group Community Financial Services or GPCEO’s office, depending on the core business of the country
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
89
TASWIN ZAKARIA
President Director, Maybank Indonesia
Date of Appointment: 11 November 2013 Over 30 years of corporate and retail banking experience at both local and foreign
companies. Previously held several key management roles in the banking & financing
Qualification(s):
sector, as well as airport services & facility management.
• Bachelor of Science in Business Administration in Accounting (Honors Cum
Laude), The Ohio State University, USA Present directorship(s) in Maybank Group, other public companies and listed
• Advanced Management Program, Harvard Business School entities:
• Strategic Leadership Programme, Saïd Business School, Oxford University, UK
• PT Bank Maybank Indonesia Tbk
Date of Appointment: 1 December 2017 Close to 25 years of financial services experience spanning across Asia Pacific
markets as a partner of KPMG Business Advisory and, previously, as Maybank
Qualification(s):
Group Chief Risk Officer.
• Doctor of Philosophy in Economics, Monash University, Australia
• Bachelor of Economics, Monash University, Australia Present directorship(s) in Maybank Group, other public companies and listed
• Fellow Certified Practising Accountant of the Australian Society of CPAs entities:
• Chartered Banker, Asian Institute of Chartered Bankers
• Maybank IBG Holdings Limited
• Maybank Securities Pte Ltd
Date of Appointment: 1 June 2018 Close to 20 years of experience in serving financial services clients across Asia
Pacific, specialising in the areas of strategy and enterprise transformation. Previously,
Qualification(s):
Maybank Group Chief Strategy Officer from 1 January 2014 until 14 August 2022.
• Master of Arts in Economics and Management Studies, Cambridge University,
UK Present directorship(s) in Maybank Group, other public companies and listed
• Advanced Business Management Program, Kellogg Graduate School of Management, entities:
Northwestern University, Chicago, USA
Nil
• MIT Sloan Executive Education Program, Cambridge, Massachusetts, USA
• Global Banking Program, Columbia Business School, New York, USA
• Chartered Banker, Asian Institute of Chartered Bankers
Declaration:
The Group Executive Committee members have no family relationship with any director and/or major shareholder of Maybank, conflict of interest with Maybank and have not been
convicted of any offence within the past five years, or been subject to public sanction or penalty imposed by the relevant regulatory bodies during the financial year
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
90
1 2 3
6 5 4
7 8 9
11 10
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
91
Date of Appointment: 1 May 2014 & 1 May 2019 respectively Within Maybank Group:
• Shariah consultant to Maybank Investment Bank
Number of meetings attended: 28/28 (100%) & 24/24 (100%) respectively
• Non-Independent Non-Executive Director, Board of Directors, Maybank Islamic
Qualification(s): Berhad
• Islamic Estate Planning Advisor, Maybank Islamic Bank Berhad
• Bachelor’s degree in Shariah (BA Hons), Al-Azhar University, Egypt
• Master’s degree in Shariah (Mumtaz), Cairo University, Egypt Other Companies/Bodies:
• PhD, University of Wales, Lampeter, UK • Professor, IIUM Institute of Islamic Banking & Finance, International Islamic
University Malaysia (IIUM)
Relevant Working Experience: • Chairman, Shariah Committee, Bank Pembangunan Malaysia Berhad
Over 17 years of experience in Shariah advisory with local and international • Chairman, Shariah Committee, Amanah Hartanah Bumiputra
organisations including the Securities Commission Malaysia, Bank Negara Malaysia, • Deputy Chairman, Shariah Advisory Council, Securities Commission Malaysia
The Central Bank of the UAE’s Higher Shariah Authority and Shariah Council, • Deputy Chairman, Shari’a Supervisory Board, Bank Nizwa, Oman
Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) • Member, Shariah Council, AAOIFI and IIFM
and Shariah Council, International Islamic Financial Market (IIFM). • Board Member, Higher Shari’ah Authority, UAE Central Bank, UAE
• Member, Shariah Advisory Board, ABSA Islamic Bank, South Africa; FNB Bank,
South Africa; Yasaar Limited, London; Khalij Islamic, London; HSBC Amanah,
Dubai; Standard Chartered, Global; Sedania As-Salam Capital Sdn Bhd; Employees
Provident Fund (EPF) and Association of Islamic Banking Institutions Malaysia
(AIBIM)
• Shariah Adviser, Public Investment Bank Bhd (Stockbroking), Hong Leong
Investment Bank (Stockbroking), Malacca Securities Sdn Bhd, CGS-CIMB Securities
Berhad, UOB Kay Hian Securities, and Inter-Pacific Securities Bhd
• Independent Non-Executive Director, Board of Directors, Yayasan Pembangunan
Ekonomi Islam Malaysia (YaPEIM) Holdings Sdn Bhd
Note: F ull profiles for MIBSC can be obtained at www.maybank.com/islamic while profiles for SC EFTB & EGTB can be obtained at www.etiqa.com.my.
Age is as at 28 February 2023 For Maybank Indonesia Shariah Supervisory Board (SSB) members’ profiles, refer to Maybank Indonesia’s Annual Report 2022
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
92
Date of Appointment: 1 March 2020 Over 16 years of experience on the Shariah committees of various financial
institutions, as well as developing programmes, conducting training and writing
Number of meetings attended: 28/28 (100%)
research papers on Islamic finance.
Qualification(s):
Present Occupation(s):
• LLB, International Islamic University Malaysia (IIUM)
Other Companies/Bodies:
• LLB (Shariah), IIUM
• Assistant Professor, Department of Fiqh and Usul Al-Fiqh, IIUM
• Master’s degree in Fiqh and Usul Al-Fiqh, IIUM
• Chairman, Shariah Committee, Great Eastern Takaful Berhad
• PhD in Fiqh and Usul Al-Fiqh, IIUM
• Member, Shariah Advisory Committee, IIUM Endowment Fund
Date of Appointment: 1 May 2021 Over 10 years of experience contributing to the Islamic finance industry through
Shariah advisory and research.
Number of meetings attended: 28/28 (100%)
Present Occupation(s):
Qualification(s):
Other Companies/Bodies:
• Bachelor’s degree in Shariah (Economics), University of Malaya
• Associate Professor, Arshad Ayub Graduate Business School, Universiti Teknologi
• Master’s degree in Shariah (Islamic Banking), University of Malaya
MARA
• PhD in Islamic Banking and Finance, International Islamic University Malaysia
• Panel Assessor, Malaysian Qualifications Agency
(IIUM)
• Member, Shariah Committee, Bank Pertanian Malaysia Berhad (Agrobank)
• Member, Shariah Committee, AmMetLife Takaful Berhad
Date of Appointment: 8 September 2020 Over 11 years of experience contributing to the Islamic finance industry through
Shariah advisory and research.
Number of meetings attended: 28/28 (100%)
Present Occupation(s):
Qualification(s):
Other Companies/Bodies:
• Bachelor’s degree in Shariah, Islamic University of Madinah, Saudi Arabia
• Senior Lecturer, Research Centre for Shariah, Faculty of Islamic Studies, UKM
• Master’s degree in Shariah, Universiti Kebangsaan Malaysia (UKM)
• Member, Shariah Advisory Body, Syarikat Takaful Malaysia Keluarga Berhad
• PhD in Islamic Finance, International Centre for Education in Islamic Finance
• Member, Jawatankuasa Perundingan Hukum Syarak Wilayah Persekutuan, Pejabat
(INCEIF), Malaysia
Mufti Wilayah Persekutuan
• Shariah Advisory Panel, Wasiyyah Shoppe Berhad
• Member, Shariah Committee, UKM
Note: F ull profiles for MIBSC can be obtained at www.maybank.com/islamic while profiles for SC EFTB & EGTB can be obtained at www.etiqa.com.my.
Age is as at 28 February 2023 For Maybank Indonesia Shariah Supervisory Board (SSB) members’ profiles, refer to Maybank Indonesia’s Annual Report 2022
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
93
Date of Appointment: 1 May 2021 Over 14 years of experience contributing to the Islamic finance industry through
Shariah advisory and research.
Number of meetings attended: 28/28 (100%)
Present Occupation(s):
Qualification(s):
Other Companies/Bodies:
• Bachelor’s degree in Islamic Jurisprudence (Fiqh Wa Usul), Al al-Bayt
• Independent Non-Executive Director, FWD Takaful Berhad
University, Jordan
• Master in Islamic Management Banking and Finance, Loughborough
University, UK
Note: F ull profiles for MIBSC can be obtained at www.maybank.com/islamic while profiles for SC EFTB & EGTB can be obtained at www.etiqa.com.my.
Age is as at 28 February 2023 For Maybank Indonesia Shariah Supervisory Board (SSB) members’ profiles, refer to Maybank Indonesia’s Annual Report 2022
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
94
Date of Appointment: 1 May 2018 He was the Director-General at Islamic Research and Training Institute, Islamic
Development Bank Group, Jeddah and served in various teaching and management
Number of meetings attended: 24/24 (100%)
capacities at the International Islamic University Malaysia (IIUM).
Qualification(s):
Present Occupation(s):
• Bachelor of Science (Finance), Northern Illinois University, USA
Other Companies/Bodies:
• Master of Business Administration, Northern Illinois University, USA
• President and Chief Executive Officer, International Centre for Education in
• PhD in Finance, Bangor University, Wales, UK
Islamic Finance (INCEIF)
• Chartered Professional in Islamic Finance (CPIF)
• Member, Shariah Advisory Council, Securities Commission Malaysia
• Member, Shariah Committee, Bank Kerjasama Rakyat Malaysia
• Member, Shariah Committee, MUFG Bank (Malaysia) Berhad
• Consultant, Islamic Financial Services Board (IFSB)
Date of Appointment: 15 June 2020 Over 11 years of experience in Shariah advisory and education and was a member
of the Shariah Advisory Council of the Securities Commission Malaysia.
Number of meetings attended: 24/24 (100%)
Present Occupation(s):
Qualification(s):
Within Maybank Group:
• Bachelor’s degree in Islamic Law, Islamic University of Madinah, Saudi Arabia
• Independent Director, Etiqa Family Takaful Berhad
• Master of Arts (MA) in Islamic Criminal Law, Universiti Kebangsaan Malaysia
(UKM) Other Companies/Bodies:
• MA in Muamalat (Islamic Law of Transactions), Department of Fiqh and Usul • Professor at IIUM Institute of Islamic Banking & Finance, IIUM
al-Fiqh, International Islamic University Malaysia (IIUM) • Member, Shariah Committee, Bank Kerjasama Rakyat Malaysia
• PhD in Islamic Law, University of Edinburgh, Scotland, UK • Shariah Committee, Tekun Nasional Malaysia
• Shariah Committee, Kuwait Finance House (Malaysia) Berhad
• Member, Shariah Committee, Rushdi Oriyon, Micro Credit Deposit Organization,
Tajikistan
• Member, Fatwa Committee, Mufti Department of Perlis
Date of Appointment: 1 January 2022 Holds the position of Terengganu State Mufti since 1 April 2021. Over 21 years
of experience in teaching, research and consultancy on Shariah and Islamic finance;
Number of meetings attended: 24/24 (100%)
and once seconded to the Securities Commission Malaysia contributing to the
Qualification(s): Islamic Capital Market through Shariah advisory and research.
• Diploma in Islamic Studies, Kolej Ugama Sultan Zainal Abidin (KUSZA), Malaysia Present Occupation(s):
• Bachelor’s degree in Islamic Studies, Universiti Kebangsaan Malaysia (UKM)
Other Companies/Bodies:
• Master of Comparative Laws, International Islamic University Malaysia (IIUM)
• Mufti of the State of Terengganu
• PhD, Fiqh and Usul Fiqh (Shariah), University of Jordan, Jordan
• Chairman, Shariah Committee, Koperasi ANGKASA (Angkatan Koperasi Kebangsaan
Malaysia Berhad)
• Chairman, Shariah Committee, Apex Investment Services Berhad
• Member, Shariah Committee, Koperasi UNIKEB Berhad
• Member, Shariah Committee, Koperasi Pos Malaysia
• Member, Shariah Committee, UKM
• Member, Shariah Committee, Bank Kerjasama Rakyat Malaysia
Note: F ull profiles for MIBSC can be obtained at www.maybank.com/islamic while profiles for SC EFTB & EGTB can be obtained at www.etiqa.com.my.
Age is as at 28 February 2023 For Maybank Indonesia Shariah Supervisory Board (SSB) members’ profiles, refer to Maybank Indonesia’s Annual Report 2022
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
95
The Board of Directors of Maybank (the Board) believes that good corporate governance (CG)
enables the Group to operate efficiently, improve access to capital, mitigate risks, and facilitate
oversight of the business, management and operations of the Group. In the long-term, good CG
practices allow the Group to be accountable and transparent, and also contribute towards value
creation for all its stakeholders.
Our CG Framework
Shareholders
Group Executive
Committee Management Framework
(Group EXCO)
Policies Vision Level of Authorities
Mission
Values
Management Committee
Management
Standards
Operation
Standards
Our CG Framework is based on the following key statutory provisions, best practices, A. BOARD LEADERSHIP AND EFFECTIVENESS
policies and guidelines:
Awards Further details on pages 106 to 112 of Statement on Risk Management and Internal
Control
MSWG-ASEAN CG Award ASEAN Corporate Apart from setting the tone from the top and establishing the purpose, mission
2021 Governance Scorecard
and core values of the Group, the Board also monitors senior management’s
• Excellence Award for CG Award 2021
Disclosure • ASEAN Asset Class execution of strategy and financial performance. While the Board focuses on
• Industry Excellence Award PLC long-term sustainable growth, it advises the management to strike the right
– Financial Services balance between short-term and long-term goals. The Board is also mindful
of its wider obligations and considers the impact that its decisions will have
Summary of CG Practices on the Group’s various stakeholders such as employees, shareholders, customers
and the community as a whole.
This CG Overview Statement summarises the Group’s CG practices during FY2022.
Details on how we have applied the best practices recommended by the Malaysian The Board also has a formal schedule of matters specifically reserved for its
Code on Corporate Governance are set out in the CG Report which is available on decision, details of which can also be found in our Board Charter which is
Maybank Group’s corporate website at www.maybank.com. available on Maybank Group’s corporate website at www.maybank.com.
96
• Building on the foundation laid by the M25 Strategy, the Board approved the Group’s refined corporate strategy, M25+, which was announced to the public
during Maybank Investor Day on 27 October 2022.
• M25+ is anchored on five key strategic thrusts and is supported by 12 Strategic Programmes, all of which are expected to be completed by 2025.
More details on M25+ can be found on page 40 of this Integrated Annual Report
• FY2022 saw changes in the boardroom with the departure of Tan Sri Abdul Farid Alias, the former Group President & CEO (GPCEO) and Executive Director (ED),
and Dato’ Idris Kechot, an Independent Non-Executive Director (INED). Tan Sri Abdul Farid Alias’ departure was expected and a search for suitable candidates to
replace him began much earlier in accordance with our succession plan, culminating in the appointment of Dato’ Khairussaleh Ramli as our new GPCEO and ED.
With this appointment, the Board has been restored to its ideal size of 12 members.
• The Board is also aware that some of its current members will be approaching their nine-year tenures in the next two years. In this regard, the Board, together
with the Nomination and Remuneration Committee (NRC), has already begun searching for suitable talents to strengthen its talent pool, in line with its ‘Must
Have’ skills matrix, to ensure a seamless transition of members expected to step down in the near future.
• Pursuant to vigorous and robust deliberations and close scrutiny of the Audit Committee of the Board (ACB), the Board approved the re-location of Maybank’s
Head Office to Merdeka 118, which is expected to be done in stages, beginning 2025. Recognising that Merdeka 118 is owned by PNB, a major shareholder of
Maybank, the ACB conducted a holistic review of the deal with PNB, including seeking guidance and advice from two independent firms of valuers, to ensure
that the deal is fair, reasonable and on normal commercial terms, not detrimental to the interest of Maybank’s minority shareholders while being in the Group’s
best interest. The deal was subsequently announced to the public on 12 September 2022.
Other key areas/matters reviewed, deliberated and approved by the Board during FY2022 were as follows:
• Approved the business strategy of various sectors • Reviewed the Group Chief Risk Officer reports • Reviewed the Board Manual, Board Charter and
within the Group • Reviewed the quarterly Risk Appetite Statement Terms of Reference (TOR) of the Board and
• Approved the Group’s Budget and Business Plan updates Board Committees
for FY2023 • Reviewed Group Internal Capital Adequacy • Reviewed the Succession Plan for the GPCEO,
Assessment reports EXCO and EXCO-1
• Reviewed the Country’s business and financial
• Reviewed the Compliance Culture Assessment • Approved the Directors Annual Fit and Proper
performance updates
FY2022 results Assessments
• Reviewed the Group’s sustainability progress and
• Approved the revised Anti-Bribery and Corruption • Approved Corporate Governance Disclosures for
action plans
Policy & Procedures FY2021
• Approved the Revised Group Sustainability
• Reviewed the Bribery and Corruption Risk • Reviewed Levels of Application of Malaysian
Commitments Code on Corporate Governance 2021 by key
Assessment Report – Maybank Malaysia Entities
• Reviewed the Ethical Banking Strategy • Approved Maybank Group Policy on Managing subsidiaries of Maybank
• Reviewed Maybank Brand Performance for FY2022 Sensitive Information and Material Non-Public • Approved Maybank Group Sustainable Product
Information Framework
• Approved the Implementation of Trade • Reviewed Maybank Group Capital Management
Surveillance System Framework
• Approved Annual Attestation on AML/CFT • Approved Maybank Group Policy on Reserved
Controls to Prevent Illegal Financial Schemes Matters
and Mule Operations • Approved Malaysia Primary Data Centre relocation
• Approved sponsorship of the Ladies Professional
Golf Tournament
Board Governance
The roles and responsibilities of the Chairman and the GPCEO are clearly separated by a clear division of responsibilities which are defined and approved by the Board
in line with best practices to ensure the appropriate supervision of management. This distinction allows for better understanding and distribution of jurisdictional
responsibilities and accountabilities. The Board has also selected certain members to undertake the following special functions:
• To chair the NRC • To strengthen oversight of the Bank’s management • To ensure effective implementation of Maybank
• To address concerns of shareholders and of banking fraud and data breach incidents Group’s Whistleblowing Policy
stakeholders which may be conveyed to him
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
97
The Board is assisted by two Company Secretaries (both with legal qualifications and are qualified to act as company secretary) who ensure that Board members receive
appropriate and timely information including meeting materials and minutes. All Directors have access to the advice of the Company Secretaries and the Bank provides
access, at its expense, to the services of independent professional advisers in order to facilitate the Directors in their role.
As depicted in the CG Framework, the Board is supported in its duties by six Board Committees, each of which has its own TORs which clearly set out its remit and
decision-making powers. The chair of each Board Committee meeting provides a report (to the Board) on salient matters discussed. The TORs of each Board Committee
are also reviewed periodically, with the last review undertaken during FY2022. Amendments are made (where necessary) to ensure that the TORs of each committee
are updated with the latest best practices, processes and/or procedures prescribed or recommended by the regulators and are of market standard. As required under
the Listing Requirements, the TORs of the NRC and the ACB as well as the Board Charter are published on Maybank Group’s corporate website at www.maybank.com.
Board Committees
The key roles and focus areas of the Board Committees during FY2022 were as follows:
98
Ethical Standards and Behaviour Strategy & Decision-Making Legal & Compliance
(a) Maybank Group Code of Ethics and Conduct (a) Maybank Group Policy on Reserved Matters (a) Maybank Group Whistleblowing Policy &
Policy# (New) Procedures#
(b) Policy on Fit and Proper Criteria For (b) Non-Credit Discretionary Powers (NCDP) and (b) Maybank Group Anti-Bribery and Corruption
Appointment/Re-Appointment of Key Operational Write-Off# Policy & Procedures#
Responsible Persons of Licensed Institutions (c) Maybank Group Environmental, Social and (c) Maybank Group Anti-Money Laundering/
in Maybank Group# Governance (ESG) Policy Countering Financing of Terrorism Policy &
(c) Policy on Conflict of Interest for Directors# (d) Maybank Group Sustainability Framework Procedures
(e) Maybank Group Sustainable Product (d) Maybank Group Credit Transactions and
Framework (New) Exposures With Connected Parties
(e) Maybank Group Policy on Related Party
Transactions
#
Reviewed and updated during FY2022
These policies are periodically reviewed to ensure that the Group’s CG Framework remains robust and is continually updated.
Sustainability
Following the introduction of Maybank Group Sustainability Framework in 2021, on 1 September 2022, we rolled out Maybank Group Sustainable Product Framework,
the first ever by a Malaysian bank, to guide the development of green, social, sustainable and transition products based on the readiness and needs of our customer
base.
Sustainability is also one of the key strategic thrusts of M25+, giving rise to a specific strategic programme, “To become the Sustainability Leader in SEA”, to drive our
sustainability agenda. Key initiatives to support the effective execution of this strategy are as follows:
1 2 3 4 5 6
Net Zero Target-setting and Sustainability strategy Organisation Embedding Sustainability
measurement KPIs for all business and offerings sustainability in Communications
capabilities units credit approvals
Our commitment to driving Maybank’s sustainability agenda from the top is reaffirmed with the establishment of a sustainability governance structure in 2021, as
depicted in the diagram below. This has enabled us to drive engagement on sustainability issues among the Board and senior management team, to set the Group’s
direction and monitor progress of the Group’s sustainability agendas as predicated on three key overarching pillars, namely: 1) Responsible Transition; 2) Enabling Our
Communities; and 3) Our House is in Order & We Walk The Talk. Sustainability KPIs are also incorporated into the organisation’s performance setting (scorecard) and
adopted by all staff within the Group.
Group’s Board of Directors • Chaired by the Group Chairman1 and includes other members of
the Board and GPCEO. Responsible
Implemented Group-wide
1
On 1 January 2023, the Group Chairman stepped down as Chair of the BSC, and an INED was appointed to the position
ore details on the Group’s sustainability efforts can be found in the Sustainability Review of this Integrated Annual Report on pages 119 to 122 or in the Sustainability Report
M
available on www.maybank.com/ar
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99
9 1 2 1 2 6 3
Independent Non-Executive Executive Non-Independent
50-55 years 56-60 years 61-65 years >65 years
Directors (INEDs) Director Non-Executive Directors* (NINEDs)
Nationality Gender
10 1 1 8 4
Malaysian Indonesian American Male Female
Banking 58%
Transformation/change management 42%
Asset management 8% 4 4
Strategic planning and business strategy 75%
Risk management 50% 1 1 1
International posting (Regional experience) 42% 0
Corporate governance 92% Less than 3 years 3 years to 6 years 6 years to 9 years
Legal and compliance 42% INEDs NINEDs
Accounting & finance 33%
Human resources 33%
Technology & innovation 8% * Pursuant to the Directors Tenure Policy, the tenure of an INED is limited to a cumulative
0 20 40 60 80 100 period of nine years. As at 31 December 2022, none of the members of the Board had
exceeded their nine-year tenures
The composition of the NRC and the meeting attendance of each member can be found in Section B of the CG Report.
Among the key activities of the NRC during FY2022 were as follows:
• Reviewed the overall size and composition of the Boards of Maybank and its subsidiaries including the tenure of Board members
• Reviewed the composition of Board Committees
• Reviewed the succession plan for the Board and Board Committees
Board Composition • Reviewed and recommended the appointment of the SID
and Succession • Reviewed Board members’ directorship in Maybank’s subsidiaries
Planning • Reviewed Board skills matrix and the criteria for new Non-Executive Directors (NEDs) of Maybank
• Reviewed the talent pool for NEDs of the Group
• Reviewed the background, skills and experience of potential candidates for appointment to the boards of Maybank’s group of companies
• Conducted engagement sessions to assess the suitability of potential candidates to be appointed to the boards of Maybank and its
subsidiaries
• Reviewed and recommended the appointment of a senior independent director to strengthen oversight of banking fraud and data breach
Recruitment and
incidents
Appointment of
• Considered the re-appointment and re-election of Directors of Maybank’s group of companies
Directors
• Reviewed the appointment and re-appointment of Shariah Committee members of Maybank Islamic Berhad, Etiqa Family Takaful Berhad
and Etiqa General Takaful Berhad
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100
• Considered proposals to renew the employment contracts of senior officers of the Group
• Reviewed the suitability of potential candidates for appointment as GPCEO, Group Chief Strategy Officer and Group Chief Audit Executive
Recruitment and
• Reviewed the suitability of potential candidates for appointment as Chief Executive Officer (CEO) of subsidiaries
Appointment of
• Reviewed the appointment of Group EXCO members on the boards of key subsidiaries and external entities (outside Maybank Group)
Senior Officers
• Reviewed the Contract Expiry and Retirement of Group EXCO, GPCEO-1 and EXCO-1
Succession
• Reviewed and received updates on succession plan of senior management
Planning of Senior
Management
• Reviewed the results of the annual Fit and Proper Assessment of Directors, senior officers, Shariah Committee members and other Material
Fit and Proper Risk Takers in the Group
Assessment
• Reviewed the results of the Board Effectiveness Evaluation (BEE) exercise for FY2021 and recommended the proposed Actionable Improvement
Programme to the Board and the subsidiaries’ boards for approval
Board • Reviewed the training needs of the Directors
Effectiveness • Received updates on the Actionable Improvement Programme relating to the BEE’s findings for FY2021
Evaluation • Reviewed the BEE questionnaire for FY2022
• Reviewed and recommended the remuneration of NEDs in Maybank and its subsidiaries
• Reviewed and recommended the total rewards (variable bonus and salary increment) for the Group
• Reviewed performance rating and recommended total rewards for the GPCEO and Group EXCO members
• Received updates on the holistic review undertaken on Maybank’s Total Rewards Management in conjunction with the FY2021/2022 Total
Rewards Exercise post mortem
Remuneration
• Reviewed and approved the vesting of shares under the second ESGP Award
• Reviewed and recommended the revision of performance measures for ESGP/Cash Settled ESGP Award
• Reviewed Maybank Group Variable Pay Programmes: Long-Term and Short-Term Incentive Plan
• Reviewed and recommended talent attraction and retention strategy for Group Technology
Talent
Management
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101
The NRC plays a major role in the nomination and selection process of potential Relevant skills, knowledge, experience and ability to understand the technical
candidates for appointment to the Board of Maybank and its subsidiaries. The requirements of the business, the inherent risks and the management process
nomination and appointment of new Directors are guided by the policies and required to perform the Director’s role.
processes as set out below:
(c) Financial integrity
1. Policy on Fit and Proper Criteria for Appointment/Re-Appointment of Key
Ability to manage Director’s own financial affairs properly and prudently.
Responsible Persons of Licensed Institutions in Maybank Group;
2. Policy on Nomination Process for Appointment of Chairman, Director and Chief Further details of the FAP assessment and criteria used for the said assessment are set out
in the Maybank Group FAP Policy which is published on Maybank Group’s corporate website
Executive Officer of Licensed Institutions in Maybank Group (Policy on Nomination
at www.maybank.com
Process);
3. Policy on Tenure of Directorship; Independence
4. Policy on Directors Independence; and
In addition to the above FAP criteria, independence assessments are also conducted
5. Policy on Board Gender Diversity.
on each INED based on the independence criteria set out in the following regulations/
Details of the above policies are provided in the CG Report. guidelines:
The Policy on Nomination Process sets out a clear and transparent nomination and (a) BNM CG Policy;
appointment process, as follows:
(b) MCCG 2021; and
Stage 1 – Identification of candidates (c) Listing Requirements.
Stage 2 – Engagement with candidates To assist the NRC in evaluating the independence of INEDs, the Board has also
established a Policy on Directors Independence (the Independence Policy) which
Stage 3 – Deliberation by the NRC
sets out the Board’s approach in determining directors’ independence and assessing
Stage 4 – Recommendation to the Board the independence of each INED.
The Group’s Policy on the Tenure of Directorships (Directors Tenure Policy) facilitates (a) Paragraph 11.7 of BNM CG Policy;
succession planning by providing the Board with the opportunity to consider and
(b) Paragraph 1.01 of Listing Requirements; and
reassess its membership periodically. This is to ensure continuity in meeting its
long-term goals and objectives and also to ensure that the knowledge, experience, (c) Maybank Group Policy on Directors Independence.
and skills set of its Board members are well-suited to meet the demands of an
• Declaration of directorships outside of Maybank Group; and
ever-changing financial industry.
• Declaration of business interest/transactions with Maybank Group and
Fit and Proper (FAP)
shareholding in Maybank Group.
All Directors must have the necessary qualities, competencies and experience that
(ii) Verification of Directors’ financial standing via bankruptcy search and CCRIS
will allow them to perform their duties and carry out the responsibilities required
Report.
of the position in the most effective manner. To assist the NRC in assessing and
determining the fitness and propriety of Directors, the Board has established a Fit (iii) Verification of other directorships as well as litigation cases filed against
and Proper Policy (Maybank Group FAP Policy) which sets out the criteria for the Directors (if any) via CTOS search.
FAP assessment and the process of re-election of Directors and selection of candidates
(iv) Verification of no adverse reports in respect of ethical and professional conduct/
for new appointment. The FAP assessment process covers the minimum fit and
public exposure/legal suits based on checks conducted via the internet search
proper criteria as set out below:
engine as well as online legal report, e.g. Malaysian Law Journal and screening
(a) Probity, personal integrity and reputation by an external background screening and verification company.
Values that can be demonstrated through personal qualities such as honesty, (v) Review of findings of the annual BEE exercise.
integrity, diligence, independence of mind and fairness.
Based on the outcome of the FAP assessment conducted in FY2022, the NRC and
the Board were satisfied that all Directors have met and fulfilled all the FAP and
independence criteria set out in Maybank Group FAP Policy. Additionally, all the
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102
INEDs had, during the FAP assessment, declared and affirmed their independence Directors’ Training
and ability to act in an independent and objective manner. Each INED also has an
The Board acknowledges the importance of continuing education for Directors to
ongoing obligation to inform the Board of any circumstances which could impair
ensure that they are well-equipped with the necessary skills and knowledge to
his or her independence.
perform their duties and meet the challenges facing the Board.
Board Effectiveness Evaluation (BEE)
During FY2022, all the Board members attended various training programmes and
The NRC assists the Board in reviewing its effectiveness, mix of skills and composition workshops on issues relevant to the Group, among others on ESG/ Sustainability,
via the BEE exercise, which is conducted annually, and once every three years with Digital and Insurance and Takaful (training needs identified via BEE for FY2021),
the assistance of an independent international firm of consultants. Findings from including a tailor-made Risk and Compliance workshop, recording a total of 756
the BEE are used to establish the Board’s Skills Matrix, which is referred to by the training hours. The breakdown of training hours by topic is as per the pie chart.
Board and the NRC to support the Board’s succession planning activities, including
strengthening of its talent pool with the right mix of skills and diversity in terms Training Hours
of gender and ethnicity.
Since the Board had appointed an independent firm of consultants to conduct the 106.3
125.3
BEE for FY2020, the BEE for FY2021 and FY2022 were conducted internally (with
the assistance of Group Corporate Secretarial (GCS)) via online questionnaires to 25.0
14.0
evaluate the effectiveness of the Board, the performance, personality and quality 26.0
of individual directors (including the GPCEO who is also an ED) as well as the 109.8
independence of INEDs. Taking into consideration M25+ and the updated Guidelines
on the Conduct of Directors of Listed Corporations and their Subsidiaries issued 162.0
by the SC in April 2021, the questionnaire was supplemented with assessments on
conflict of interest, oversight on subsidiaries, ESG priority topics and trainings.
188.0
The overall results of the BEE conducted for FY2022 were positive with all evaluated
areas rated as either “strong” or “satisfactory” reflecting strong performance by the Banking & Finance Audit
Board and Board Committees. Risk Management/Compliance ESG/Sustainability
IT/Digital/Cybersecurity Leadership
Key strengths identified included the following: Insurance/Takaful Others
(i) Positive Board Culture and Dynamics – There were robust discussions and
healthy debates, Board members are open minded and willing to voice their
own opinions and to raise concerns, where needed; A list of trainings attended by each Director during FY2022 can be found in Part
B of the CG Report.
(ii) Focus on Business Strategies – The Board understands the Group’s key risks
and challenges, focused on change initiatives and strategic direction; Based on feedback from Directors via BEE for FY2022, a more comprehensive
training programme has been developed to enhance the Board’s knowledge and
(iii) High Board Diversity – Members’ skills set, age, gender, nationality, race,
skills to assist them in overseeing the Group’s execution of M25+. The curated
knowledge and experience are sufficiently diverse;
training programme include the following topics:
(iv) Strong Board Commitment – The Board demonstrated a high level of commitment
(i) IT, cyber security, latest technological and digital developments;
to keep abreast of developments and activities. Board members work well
together; (ii) Sustainable financing, decarbonisation, carbon trading/exchange; and
(v) Effective Board Committees – Board Committees have provided strong support (iii) Risk management on topics and techniques.
to the Board;
Induction Programme
(vi) Effective Board Committee meetings – Board and Board Committees meetings
A comprehensive induction programme has been established to ease new Directors
were effectively managed;
into their role and to assist them in understanding the Group’s business strategy
(vii) Effective Oversight Over Management – The Board is supportive of the and operations. New Directors are required to attend the programme as soon as
management and provided sufficient guidance and challenge to the management’s possible once they have been appointed. Typically undertaken within a period of
proposals. Strong oversight in risk management, crisis management (especially two days, the programme includes intensive one-on-one sessions with the GPCEO
during pandemic) and managing clients’ expectations; and and the Group EXCO members, wherein new Directors will be briefed and updated
on the business operations, as well as challenges and issues faced by the Group.
(viii) Strong Leadership – Good leadership and strong steer from the Board Chairman
on expectations and outcomes. Dato’ Khairussaleh Ramli had participated in the induction programme when he
took office as the GPCEO on 1 May 2022.
Pursuant to the results of the BEE for FY2022, Directors believe that certain areas
should be further enhanced in the future. These include: Directors’ Remuneration
(i) Placing greater focus on M25+ execution and operational challenges; The NRC is authorised by the Board to develop and implement formal and transparent
procedures in developing Maybank’s remuneration policy for its Directors by ensuring
(ii) Further enhancing the Board composition with skills set in technology/digital;
that their compensation is competitive and consistent with industry standards. The
(iii) Further enhancing the Group’s communications strategy; and NRC has established a remuneration framework for NEDs (NED Remuneration
Framework) which is subject to periodic review.
(iv) Curating trainings for Directors, to be in line with M25+ objectives.
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103
The NRC assists the Board in reviewing its remuneration framework via the conduct of a Board Remuneration Review (BRR). The BRR is conducted annually, and once
every three years with the assistance of an independent international firm of consultants. Since the Board appointed an independent firm of consultants to conduct the
BRR for FY2020, the BRRs for FY2021 and FY2022 were conducted internally (with the assistance of GCS). The main objective of the internal BRR was to verify and
refresh the data provided by the independent firm of consultants in FY2020, and to assess whether NEDs’ remuneration is still competitive.
Pursuant to the BRR undertaken, the Board has decided to maintain the existing NED Remuneration Framework. Maybank’s NED Remuneration Framework is as per below:
Board Fee 610,000 440,000 295,000 Obtained at the 55th AGM held on 7 April 2015
Board Committee Fee 75,000 – 45,000 Obtained at the 58th AGM held on 12 April 2018
Details of the remuneration received by the Directors from Maybank in FY2022 were as follows:
Executive Director
Dato’ Khairussaleh Ramli1 1,840,000 4,140,000 – 1,226,319* 44,955 7,251,274
Tan Sri Abdul Farid Alias2 1,000,000 – – 7,930,058* 33,390 8,963,448
Non-Executive Directors
Tan Sri Dato’ Sri Zamzamzairani Mohd Isa – – 685,000 564,000 95,633# 1,344,633
Datuk R. Karunakaran – – 460,000 192,000 23,821 #
675,821
Mr Cheng Kee Check – – 430,000 240,000 1,087# 671,087
Mr Edwin Gerungan – – 385,000 182,813 19,319 #
587,132
Dr Hasnita Dato’ Hashim – – 491,694 268,000 5,589# 765,283
Mr Anthony Brent Elam – – 415,286 170,705 1,087 #
587,078
Ms Che Zakiah Che Din – – 460,000 256,000 1,087# 717,087
Puan Fauziah Hisham – – 460,000 244,000 19,237 #
723,237
Encik Shariffuddin Khalid – – 445,000 200,000 5,919# 650,919
Dato’ Idris Kechot 3
– – 142,823 80,000 46,653 #
269,476
Dato’ Zulkiflee Abbas Abdul Hamid – – 520,000 328,000 22,761# 870,761
Ms Shirley Goh – – 440,040 260,000 4,162 #
704,202
* ED’s other emoluments include ex-gratia, pension costs, allowances and reimbursements
#
Benefits-in-kind for NEDs include monthly subscription of golf club membership and farewell gift. In addition, benefits-in-kind for Chairman include driver, car and fuel allowance
Note:
1
Appointed as GPCEO and ED of Maybank on 1 May 2022
2
Stepped down as GPCEO and ED of Maybank on 30 April 2022
3
Stepped down from Maybank Board on 14 May 2022
The remuneration received by the Directors in FY2022 at Group level can be found in Note 44 on pages 137 to 139 of the Financial Statements
104
Premised on the guiding principles of ESG risk management which are embedded General Meetings
in Maybank Group ESG Risk Management Framework, the Group periodically
The AGM is a primary platform for two-way interaction between shareholders and
reviews and enhances its ESG practices by working with stakeholders to drive
the Board with the support of its senior management. In view of the prolonged
sustainable business activities. In enhancing our ESG practices, Maybank takes
COVID-19 pandemic, the 62nd AGM held on 14 April 2022 was conducted virtually.
a proactive approach to incorporate ESG considerations into business processes
The said event was broadcast live from Menara Maybank, Kuala Lumpur. The meeting
in a meaningful way by developing ESG Risk Acceptance Criteria for high ESG
was attended by 3,824 (61st AGM: 2,939) shareholders, through live streaming and
risk industries.
online remote voting via the Remote Participation and Voting (RPV) facilities
Details of the ESG Risk Management Framework can be found in the Sustainability provided by the Bank’s appointed poll administrator. To ensure a seamless meeting
Report which is available on www.maybank.com/ar
experience, the RPV service provider together with Group Technology conducted
The Group’s risk governance structure and risk management approach are further prior stress/performance tests on the virtual meeting platform. In addition, Maybank
discussed on pages 106 to 112. For details on the management and mitigation of also conducted a few dry runs and emplaced a contingency plan to ensure the 62nd
each principal risk, see pages 36 to 37. Refer to page 97 for further details on the
AGM could be convened as planned.
Audit, Risk and Compliance Committees’ roles
During the 62nd AGM, the Chairman and the GPCEO gave separate presentations
to shareholders on various topics, including the Group’s FY2021 financial and
C. INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL business performance, as well as an update on the Group’s five-year M25 plan
RELATIONSHIP WITH STAKEHOLDERS achievements. All the questions raised by the MSWG and shareholders prior to and
during the meeting, as well as the Group’s responses, were shared with shareholders
Approach to Investor Relations (IR) during the virtual AGM (Q&As). Subsequent to the AGM, these Q&As were published
on Maybank Group’s corporate website at www.maybank.com.
The Board recognises the importance of maintaining a purposeful relationship with
shareholders. In this regard, the Group has a comprehensive Investor Relations The Notice of the 62nd AGM was dispatched to shareholders not less than 28 days
programme to enable existing and potential shareholders and investors to understand before the AGM. At the AGM, voting on each resolution was undertaken through
its activities, strategy and financial performance and sustainability initiatives through e-polling, with the results immediately announced and subsequently made available
timely and accurate dissemination of information to the investing community. This on Maybank Group’s corporate website. The minutes of the 62nd AGM were published
is done with the intention of allowing all domestic and international shareholders on Maybank Group’s corporate website within 30 business days from the date of
and investors to make informed investment decisions about Maybank. said general meeting.
The GPCEO, the Group Chief Financial Officer and the Head of Group External
Website
Communications and Investor Relations meet regularly with the Company’s existing
and potential shareholders and investors to discuss the areas mentioned above and Maybank Group’s corporate website provides a brief description of its history,
any of their other potential areas of interests. Arising from these discussions, the current operations and strategy, as well as an archive of news and historical financial
Board is kept updated on shareholders and investors’ feedback and areas of interest. information on the Group and details of upcoming investor relations events.
The Board has also adopted the Group’s Corporate Disclosure Policies and Procedures
(CDPP) to enhance transparency, accountability and facilitate disclosure of material Corporate Governance Priorities
information in a timely and accurate manner. The CDPP, which is available on Maybank
The following matters were identified as key focus areas going forward, and will
Group’s corporate website, also indicates other designated spokespersons who are
be addressed and/or implemented in FY2023 and beyond:
available to speak publicly on behalf of the Group.
105
MATERIAL CONTRACTS
During the financial year, Maybank had entered into the following agreements with Permodalan Nasional Berhad (PNB):
1. Tenancy Agreement dated 12 September 2022 for the tenancy by Maybank of Level 6 and Levels 43 to 74 (inclusive) of Menara Merdeka 118; and
2. Lease Agreement dated 12 September 2022 for the leasing of Menara Maybank to PNB.
Further details of the agreements and transactions can be found in the Company’s announcement made to Bursa Malaysia on 12 September 2022 which is available on our website at
www.maybank.com/ir
Save for the above, there were no other material contracts entered into by the Company and/or its subsidiaries involving the interest of the Directors and substantial
shareholders, either still subsisting at the end of the financial year ended 31 December 2022 or entered into since the end of the previous financial year.
During the financial year ended 31 December 2022, the Group issued and entered into, among others, commercial papers, medium term notes, term loan and
extendible money market certificates, in domestic and foreign currencies and in conventional and Islamic structures, as part of its capital and fund raising exercises.
The proceeds raised from these capital and fund raising exercises were used for working capital, general banking and other corporate purposes, and/or Shariah-
compliant purposes, where applicable.
etails of these commercial papers, medium term notes, term loan and extendible money market certificates are disclosed in Notes 25 and 30, on pages 110 and 123 to 126
D
respectively of the Financial Statements.
Net proceeds raised from the DRP (after deducting estimated expenses of the DRP) during the financial year ended 31 December 2022 were utilised for the purpose
of funding the continuing growth and expansion of the Maybank Group.
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106
This Statement on Risk Management and Internal Control has been prepared in line with paragraph 15.26(b) of Bursa Malaysia’s Main Market Listing Requirements,
which requires a listed issuer to ensure that its board of directors makes a statement in its annual report about the state of risk management and internal control of
the listed issuer as a group. Accordingly, the Board of Directors of Maybank (the Board) is pleased to provide the following disclosure statement, which outlines key
features of the Group’s risk management system and internal control during the year under review.
BOARD RESPONSIBILITY
The Board affirms its overall responsibility for establishing a sound risk management and internal control system, as well as for reviewing its adequacy and effectiveness
in identifying, assessing and responding to risks that may hinder the Group from achieving its objectives.
One of the vital roles of the Board is to establish the Group’s risk appetite, which articulates the types and levels of risk that the Group is willing to accept in the
pursuit of its business and strategic objectives. In this respect, the Board actively participates in the Group’s strategic goals and plans, ensuring that the corresponding
risks are adequately mitigated within the approved risk appetite. In view of the inherent limitations in any risk management and internal control system, the Board
recognises that such a system can only provide reasonable, rather than absolute, assurance against material financial misstatement, fraud, or losses.
The Board plays a crucial role in establishing a strong risk management and internal control governance structure, which is critical in setting the tone and culture of
effective risk management and internal control. To effectively carry out its risk and control oversight responsibilities, the Board has established the Risk Management
Committee (RMC), the Compliance Committee of the Board (CCB), and the Audit Committee of the Board (ACB) to oversee matters relating to risk, compliance and
controls, respectively. These Board committees update the Board periodically of their work, key deliberations and decisions on delegated matters.
MANAGEMENT RESPONSIBILITY
The Management is responsible for implementing all policies and procedures established by the Board in relation to risk and control. The role of the Management includes:
∙ Identifying and evaluating risks relevant to the Group’s business, and the achievement of business objectives and strategies;
• Formulating relevant policies and procedures to manage these risks in accordance with the Group’s strategic vision and overall risk appetite;
• Designing, implementing and monitoring the implementation of an effective risk management and internal control system;
• Implementing remedial actions to address compliance deficiencies as directed by the Board; and
• Reporting in a timely manner to the Board any changes to the risks or emerging risks and the corrective and mitigation actions taken.
RISK MANAGEMENT
Overview
Group Risk provides oversight of risk management on an enterprise-wide level through the establishment of the Group’s risk strategies, frameworks and policies, with
independent assessment and monitoring of all risk challenges. In 2022, Group Risk continued to focus on value creation and supporting the Group in meeting its strategic
and business objectives.
In the continuous pursuit to drive effectiveness, Risk Centres of Excellence (COEs) were created, building on the specialisation of risk professionals to provide value-
added risk insights in support of business decision-making. The identified COEs set consistent standards in relation to risk policies, risk reporting and risk modelling;
specialise in the management of specific risk areas within the Group; and manage all risks associated with our external environment and material matters strategically.
Group Risk
107
Risk management has evolved into an important driver for strategic decisions in support of business strategies while balancing the appropriate levels of risk taken to
the desired levels of returns. To complement this, Group Risk has developed the Maybank Group Enterprise Risk Management Framework to institutionalise vigilance
and awareness of the most significant risks to the achievement of the Group’s mission, namely Humanising Financial Services, by putting customers and the wider
community at the heart of everything that the Group does. The framework is underpinned by a set of building blocks that serve as the foundation in driving a strong
risk management culture, encompassing practices and processes:
1 2 3 4
Risk Risk Risk Risk
Culture Coverage Appetite Response
Risk culture is a vital component The Group must determine its The risk appetite defines the Selection of the appropriate risk
in strengthening risk governance, business strategy and assess the types and levels of risk that the response is imperative to align
and forms a fundamental risks to ensure the appropriate Group is willing to accept within all risks with the Group’s risk
principle of strong risk risk strategies are put in place to its risk capacity in pursuit of its tolerance and risk appetite.
management. give a greater level of assurance business and strategic goals.
on achieving its business strategy.
5 6 7 8
Governance & Risk Management Stress Resources & System
Risk Oversight Practices & Processes Test Infrastructure
There is a clear, effective and Robust risk management Stress testing is used to test the Ensure sufficient resources,
robust governance structure with processes are in place to actively resilience of the Group’s infrastructure and techniques are
well-defined, transparent and identify, measure, control, exposure against future financial in place to enable effective risk
consistent lines of responsibility. monitor and report risks inherent scenarios and gauge the resulting management.
in all products and activities risk and adequacy of capital.
undertaken by the Group.
Risk Appetite
Figure 2: Principles of Risk Appetite
The Group’s risk appetite is an integral component of the Group’s robust risk
management framework and is driven by both top-down Board leadership and
bottom-up involvement of Management at all levels. The risk appetite enables the
Board and Senior Management to communicate and assess the types and levels of
STRATEGIC
risk that the Group is willing to accept in pursuit of its business and strategic goals RISK CAPACITY
PLANNING
while taking into consideration the constraints under a stressed environment. The Where should What and
Group’s risk appetite translates our risk capacity into risk limits and/or tolerances we place our how much
How should
as guidance, which are then used to regularly measure and evaluate our risk profile. strategic risk should
we allocate
bets? we take?
The risk appetite is integrated into the strategic planning process, and remains resources for
dynamic and responsive to changing internal and external drivers such as market sustainable
conditions, stakeholders’ expectations and internal capabilities. In addition, the growth?
Group’s annual budget is aligned with the risk appetite in ensuring that projected
revenues arising from business transactions are consistent with the risk profiles
established. The risk appetite also provides a consistent structure in understanding CAPITAL
risk and is embedded in day-to-day business activities and decisions throughout How much capital
the Group. do we need?
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The governance model adopted by the Group provides a formalised, transparent and effective governance structure that promotes the active involvement of the Board
and Senior Management in the risk management process to ensure a uniform view of risks across the Group.
Our governance model places accountability and ownership in ensuring appropriate levels of independence and segregation of duties between the three lines of defence.
The management of risk takes place at different hierarchical levels and is emphasised through various levels of committees, business lines, control and reporting functions.
The Group’s overall risk governance structure is as illustrated in Figure 3:
BOARD OF DIRECTORS1&2
The Group’s ultimate governing body with overall risk oversight responsibility including defining the appropriate governance structure and risk appetite.
Compliance Committee of the Board (CCB) Risk Management Committee (RMC) Credit Review Committee (CRC)
Board level oversight on the management of Board level oversight of risk exposures as well Board level oversight of transactional credits
compliance risk and the implementation of as oversight on the effective implementation of underwritten and portfolios.
compliance risk management strategies, risk management strategies, frameworks,
frameworks and policies. policies, tolerance and risk appetite limits.
Group Executive Group Asset & Liability Group Management Credit Group Non-Financial Risk
Risk Committee (ERC) Management Committee (ALCO) Committee (GMCC) Committee (GNFRC)
Oversees the implementation of Oversees the management of Oversees the approval of loans/ Oversees the management of
risk management strategies, balance sheet structure and proposals based on a set of non-financial risk including the
tolerance, risk appetite limits as strategies. authority limits. establishment and implementation
well as frameworks and policies. of the related framework, policies
and governance structure.
LINES OF DEFENCE
1
The Board Sustainability Committee and EXCO Sustainability Committee were established within the Group to oversee the Group’s overall sustainability strategy and review the
effectiveness of the strategies and practices
2
The Shariah Committees established within Maybank Islamic Berhad, Etiqa and PT Bank Maybank Indonesia provide oversight of Shariah matters and ensures compliance of their
respective Islamic business activities with Shariah requirements. For all other entities conducting Islamic business within the Group, Shariah oversight is provided by the Shariah
Committee of Maybank Islamic Berhad
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The risk and compliance culture is driven by a strong tone from the top. It serves The Framework provides the key principles and guidelines for managing compliance
as the foundation in which robust enterprise wide risk management structures and risk within the Group. It serves as a guide for the Compliance function alongside
governance are built. This is to ingrain the expected values and principles of conduct the Board of Directors, Senior Management and all employees in all jurisdictions
that shape the behaviour and attitude of employees at all levels of business and in understanding and managing compliance risk. It is adopted and implemented by
activity across the Group. operating entities across the Group.
Risk and compliance policies are clearly defined, consistently communicated and The Framework outlines:
continuously reinforced throughout the Group to embed a robust culture that
• The overarching principles for the management of compliance risk across the
cultivates active identification, assessment and mitigation of risks. As part of the
Group;
risk and compliance culture, the Board, Senior Management and employees of the
• The overall strategy in managing compliance risk to ensure uniformity in practices
Group are committed to adhering to the requirements of relevant laws, rules and
across the Group in meeting regulatory and legal obligations;
regulations. This commitment is clearly demonstrated through the establishment
• The minimum expected standards for compliance risk management; and
and strengthening of policies, processes and controls in managing and preventing
• The roles and responsibilities of compliance risk management across the Group.
non-compliance.
Shariah Governance Framework
Risk and compliance culture programmes are emplaced and driven by the Board
and Senior Management encompassing, among others, value capsules, induction Maybank Group’s Shariah Governance Framework sets out the expectations for
programmes, engagement sessions, e-learning and roadshows. An integrated assurance effective Shariah governance structures, processes and arrangements of all businesses
platform is also emplaced to provide a single collective view of risk controls, and countries within the Group that execute Islamic business transactions. The
compliance and governance. This ensures that risk considerations are embraced by Framework was established in accordance with Bank Negara Malaysia (BNM)’s
all employees in enhancing the customer experience, building trust and brand value Shariah Governance Policy Document. This is to ensure that all of the Group’s
of the Group for long-term sustainability of the organisation. Islamic operations and business activities are in accordance with Shariah principles
as well as to provide comprehensive guidance to the Board, Shariah Committee
Risk Management Practices & Processes
and Management in discharging their duties in matters relating to Shariah.
The risk management practices and processes enable systematic identification,
The Shariah Governance Framework reflects the responsibilities of the Board,
measurement, control, monitoring and reporting of risk exposures across the Group.
Management, Shariah Committee and Shariah control functions, namely Shariah
Risk, Shariah Review and Shariah Audit, to ensure effective management of Shariah
IDENTIFICATION non-compliance risks. The end-to-end Shariah-compliant governance mechanism is
• Identify, understand and assess risks inherent in products, carried out through three lines of defence that cater for both pre-execution and
activities and business initiatives. post-execution. The three lines of defence are as follows:
• Enable early detection of risk and ensure sound risk management
• 1st – Business & support units and Shariah Secretariat;
practices are in place to manage and control product risk.
• 2nd – Shariah Risk and Shariah Review; and
• Adopt forward-looking approach in identifying emerging risks to
• 3rd – Shariah Audit
ensure appropriate steps are taken to minimise Group’s exposure.
Stress Testing
The Group’s stress testing programme is embedded within the risk and capital
MEASUREMENT
management process and is also a key function of the business planning process.
• Develop risk measurement techniques across different dimensions
It serves as a forward-looking tool to facilitate the understanding of risk profiles
of risk factors to ensure continual reassessment and identification
under exceptional but plausible events and worst-case scenarios that may arise due
of risks.
to various economic, political and/or environmental factors, as well as to ascertain
• Measure aggregate exposure of the Group, individual business and
their impact on the Group and how they can be proactively managed.
country, the risk types as well as the short and long-term impact
of the exposures. The Group is building its climate risk stress testing capabilities. A Singapore country-
level climate risk stress test has been conducted and submitted to the Monetary
Authority of Singapore (MAS). The Group is now working on a prototype in
CONTROLS preparation for the upcoming BNM climate risk stress test requirement in 2024.
• Establish quantitative and qualitative controls including risk limits, This will also help the Bank analyse how climate change could influence its business
thresholds and triggers to oversee and manage the risk exposures strategy and performance in coming years.
identified.
• Implement risk mitigation techniques aimed at minimising existing The current initiative of an integrated stress testing application enhances stress
or, in some instances, preventing new or emerging risks from testing capabilities with on-demand generation of risk profiles under various scenarios.
occurring. Responsible Lending
Our long-term financial success depends on our ability to identify and address
MONITORING & REPORTING environmental, social and governance (ESG) risks to our business, as well as to
• Monitor forward-looking key risk indicators and early warning identify opportunities for our businesses and our customers to grow sustainably.
signals to ensure that sufficient and timely action is in place to Premised on the guiding principles embedded in the Maybank Group ESG Risk
mitigate any potential risk to the Group. Management Framework, we continuously review and enhance our ESG practices
• Report the state of compliance to the Management level and by working with our stakeholders to drive sustainable business activities.
Board level risk committees as well as to the Board on a regular
basis.
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To enhance our ESG practices, ESG considerations are incorporated into business corresponding Group Internal Audit Committee (IAC)’s deliberation of the same
processes through the development of position papers and ESG Risk Acceptance report. Significant control lapses are escalated by the ACB to the Board for
Criteria for high-ESG risk industries. Part of this process involves engagement with further deliberation, where necessary. As for unresolved audit findings, the ACB
industry players and clients to promote understanding of ESG impacts and identify deliberates on them and ensures that Management undertakes the necessary
opportunities to integrate sustainability into clients’ business practices. An ESG remedial actions within the committed timeline.
Screening Document, meanwhile, integrates ESG considerations into the deal etails of the activities undertaken by the ACB are highlighted in the Audit Committee
D
evaluation process, allowing relationship managers, risk managers and/or decision Report as set out on pages 113 to 115
makers to gauge the strength of clients’ sustainability journey and/or initiatives. In
addition, a Sustainable Product Framework was established to promote the development • Oversight by Risk Management Committee (RMC)
of sustainable financing solutions. The Board has delegated the risk oversight responsibility to the RMC. The
etails of the ESG Risk Management Framework and the Sustainable Product Framework
D committee is responsible for formulating policies and frameworks to identify,
can be found in the Sustainability Report which is available on www.maybank.com/ar measure, monitor, manage and control material risk components impacting the
Group’s businesses. The effectiveness of the risk management system is monitored
Cyber and Technology Risk Management Frameworks
and evaluated by the Group Risk (GR) function on an ongoing basis.
The Cyber Risk Management Framework has been established based on standards F urther information on the roles, responsibilities and specific duties of the RMC can
issued by the National Institute of Standards and Technology (NIST) and guidance be found in Section B of the Corporate Governance Report (CG Report) which is
issued by regulatory bodies, which emphasise the identification of risks, building available on Maybank Group’s corporate website at www.maybank.com
resilience, detecting cyber threats and responding effectively to cyber-related events.
• Oversight by Compliance Committee of the Board (CCB)
The framework encompasses a cyber risk management strategy, a governance
structure and risk management enablers. It complements the Technology Risk The Board is assisted by the CCB in the oversight of compliance risk. The overall
Management Framework, covering both business and technology drivers, focusing objective of the CCB is to ensure that compliance risk management is given
on the key layers of people, processes and technology. the needed attention at the highest level for the effective management of
regulatory compliance to support business growth in line with the Group’s
The Technology Risk Management Framework sets out the standards for identifying
aspirations and risk appetite. The role of the CCB, among others, is to review
the risks and required controls in the Group’s technology-related functionalities and
and assess the adequacy of infrastructure, resources and systems to manage
for implementing the recommended risk remedial actions. It standardises the
compliance risk across the Group and recommend improvements to ensure
technology operations environment, and ensures service availability to customers
effectiveness of the compliance framework.
as well as business units.
F urther information on the roles and responsibilities of the CCB can be found in
Both frameworks are in place to ensure that our deliverables are aligned with the Section B of the Corporate Governance Report (CG Report) which is available on
financial services industry’s recommended practices and regulatory requirements. Maybank’s corporate website at www.maybank.com
They have also been designed to be living documents, and to grow with the Group
• Other Board Committees
in the areas of cyber defence and technology development, application and system
deliverables, management of outsourced service providers and awareness of cyber Other Board committees have been set up to assist the Board in executing its
hygiene among our stakeholders. overall governance responsibilities and oversight function. They are the Credit
Review Committee, Board Sustainability Committee, and Nomination and
INTERNAL CONTROL SYSTEM Remuneration Committee. These committees are authorised to examine all
matters within the scope defined in their respective terms of reference and
Key elements of the internal control system established by the Board that provide report to the Board with their recommendations.
effective governance and oversight of internal controls include:
F urther information on the various Board committees can be found in Section B of
• Group Organisation Structure the Corporate Governance Report (CG Report) which is available on Maybank’s
corporate website at www.maybank.com
The Board has established an organisation structure with clearly defined lines
of responsibility, authority limits and accountabilities, aligned with business and • Executive Level Management Committees
operations requirements to support the maintenance of a strong control The Management has established various Executive Level Management Committees
environment. (ELCs) to assist and support the Board committees in overseeing core areas of
• Annual Business Plan and Budget business operations and controls. These ELCs include the Group Executive
Committee, Group Client Onboarding and Review Committee, Group Management
The Board deliberates and approves the annual business plan and budget for Credit Committee, Group Executive Risk Committee, Group Asset and Liability
the year. Performance achievements are reviewed monthly against targeted Management Committee, EXCO Sustainability Committee, Group Non-Financial
results, allowing time for the appropriate responses and required remedial Risk Committee, Group Impairment Review Committee, Group Procurement and
actions to be taken. The Board regularly reviews reports from the Management Property Committee, Group IT Steering Committee, Group Transformation
on key operational statistics, as well as legal and regulatory matters. Any changes Steering Committee, Group Internal Audit Committee, Group Staff Committee
or amendments to the Group’s policies are also tabled to the Board for approval. and Whistleblowing Governance Committee (chaired by an Independent Non-
• Oversight by Audit Committee of the Board (ACB) Executive Director).
The ACB has been established by the Board to assist in the execution of its • Management of Information Assets
governance and oversight responsibilities, as well as to ensure that there is a Confidentiality, integrity and availability of information are critical to the Group’s
reliable and transparent financial reporting process within the Group. ACB’s day-to-day operations and to facilitating Management’s decision-making. The
responsibilities include assessing the adequacy and effectiveness of the Group’s Group Information Risk Management Guidelines outline the guiding principles
governance, risk management and internal control systems through the Internal for effective management of information assets. All information must be properly
Audit (IA) function. The ACB has active oversight of the independence, scope managed, controlled and protected as guided by these information handling rules,
of work and resources of the IA. The committee meets periodically to review which are also within the Maybank Group Cyber and Technology Risk Management
audit and investigation reports prepared by IA, taking into consideration the Frameworks, and BNM’s Risk Management in Technology (RMiT) policy document.
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111
With increased adoption of technology capabilities and the concomitant risk of • Standard Practice Instruction
cyber threats, information security has been among our key focus areas.
Policies and procedures are in place to ensure compliance with internal controls
Technology controls are applied at various stages of the information cycle.
and the prescribed laws and regulations. These policies and procedures are set
Among the controls is Data Loss Protection to prevent data loss or theft.
out in the Group’s Standard Practice Instructions (SPIs) and are updated from
Technology infrastructure and security controls continue to be strengthened time to time in accordance with changes to the business environment or
and monitored as Maybank embraces mobile work arrangements following the regulatory guidelines. These SPIs are published on the communication portal,
COVID-19 pandemic outbreak. A clear desk policy is reinforced in the primary, which is made available to all employees.
alternative or mobile work arrangement site(s) to protect confidential and
• Maybank Group People Policies
proprietary information.
The Maybank Group People Policies (MGPP) outline the philosophy and principles
• Sustainability Management
for people management and development in line with the Group’s mission of
Premised on the mission of Humanising Financial Services, the Maybank Group Humanising Financial Services. MGPP consists of a set of policies and guidelines
Sustainability Framework serves as the overarching document outlining the that covers all aspects of human resources management, including safeguards
sustainability mission, principles, goals, targets, governance and approach to all against business human rights violations, the prevention of any form of harassment,
our activities. It is supported by other Group policies and procedures that reflect talent acquisition and development, performance and consequence management,
specific aspects of sustainability that are aligned with the Group’s core values. and code of conduct for the cessation of employment. A Disciplinary Policy has
The Framework details the six key principles and four commitments which are also been established to ensure disciplinary matters are dealt with fairly and
entwined with Maybank’s M25+ strategy. consistently, according to prevailing labour laws and employment regulations.
As one of the five strategic thrusts of the Group, the sustainability strategy Maybank's meaningful and progressive people practices, such as the Flexible
is underpinned by three key pillars: Responsible Transition; Enabling Our Working Arrangements (FWA) introduced in 2013, enabled our successful pivot
Communities; and Our House is in Order and We Walk the Talk. This involves: to operate effectively during the pandemic. The recently introduced Mobile
(1) Enabling the transition to a low-carbon economy and balancing environmental Work Arrangement (MWA), formalising our remote working policy, means we
and social imperatives with stakeholders’ expectations; now have a mobile workforce of over 4,500 employees across all levels and
functions. Enabling employees to be mobile is essential as we build organisational
(2) Building community resilience across ASEAN and undertaking responsive resilience and enhance productivity, in addition to recognising the diverse needs
action to promote economic development and social well-being; and of our employees.
(3) Leading by example with good management practices and ensuring that The policy encompasses a bilateral agreement between Maybank and our
Maybank’s ESG strategy is based on a strong foundation. employees that empowers the latter to work from home, on site or at permanent
To ensure sound governance on sustainability, the EXCO Sustainability Committee alternate locations. Employees under the MWA are assigned an agreed Management
– which is chaired by the Group President & CEO - is responsible for steering, Model which includes agreed expectations and outcomes, minimum weekly
coordinating and ensuring the effective implementation of the Group’s scheduled physical/virtual check-ins and performance updates reflected in the
Sustainability Agenda. Concurrently, the Board Sustainability Committee, chaired myHR2u Conversation Log.
by our Group Chairman, oversees the Group’s overall strategy on sustainability • Core Values and Code of Ethics and Conduct
and reviews the effectiveness of the strategies and practices in place.
The Group’s Core Values, TIGER (Teamwork, Integrity, Growth, Excellence and
F urther information can be found in the Sustainability Report which is available on
Efficiency, Relationship Building), are the essential guiding principles to drive
www.maybank.com/ar
behavioural ethics while fulfilling our collective responsibility to serve our mission
• Regular Updates and Communication of Risk Management Principles, Policies, of Humanising Financial Services. It is further complemented by the Code of
Procedures and Practices Ethics and Conduct which sets out sound principles and standards of good
Risk management principles, policies, procedures and practices are reviewed practice to be observed by all employees.
and updated regularly to ensure relevance to the current business environment • Fraud Management
as well as compliance with applicable laws and regulations. Risk frameworks,
policies and procedures are applicable across the Group, including all subsidiaries The Group instils a culture of vigilance among employees in handling and combating
and overseas branches which are required to adopt the principles prescribed by fraud as well as deterring future occurrences. Robust and comprehensive tools/
the Group while complying with local requirements. To ensure the consistent infrastructure and programmes are emplaced to ensure risks resulting from
adoption of the Group’s standards, Group Risk has oversight of their adoption fraud are identified, escalated/reported and managed in a decisive and timely
and customisation across the Group. manner. Stern disciplinary action is taken against employees involved in fraud.
The Group Procurement Manual is designed to streamline the functions of The Group adopts a holistic approach, supported by sound governance, to create
procurement within the Group. It serves as a standard guideline for good awareness of and manage our reputational risk and its consequences. Protecting
management practices expected in the procurement process and procedures. our reputation is paramount to operating as an institution that provides financial
The authority to approve any request for budgeted or unbudgeted expenditure services. Upholding trust and creating a better customer experience and security
conforms to the applicable approval authority policies, i.e. the Non-Credit are vital parts of our obligations as a financial institution. Hence, the Group
Discretionary Power (NCDP), Delegation of Authority (DOA) or equivalent. The has a policy with roles and responsibilities of key stakeholders with regard to
NCDP defines the authority limits approved by the Board for procurement processes, such as monitoring social media sentiment, to facilitate effective
activities, acquisition and disposal of assets, operational write-offs, donations, reputational risk management and monitor risk exposures within our risk appetite.
as well as approval of general and operational expenses.
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Maybank is committed to the highest standard of ethics and integrity in its Maybank is committed to fighting financial crime and ensuring compliance with
conduct of business and operations. Maybank Group Whistleblowing Policy the relevant laws and regulations. Financial crime risks are managed to protect
encapsulates the governance and standards required to promote an ethical, Maybank’s integrity and reputation. The Group has established comprehensive
responsible and secure whistleblowing practice in Maybank, in line with BNM’s controls to anticipate, prevent, detect and respond to money laundering, terrorist
Corporate Governance Policy. The Whistleblowing Policy provides a proper and financing and sanctions risks.
secured avenue for employees and members of the public to report any knowledge
• Independent Assurance by Internal Audit (IA)
of improper conduct without fear of any adverse consequences.
The Board established the IA function to provide independent assurance on the
Access to whistleblowing information is governed with the strictest confidentiality
adequacy and effectiveness of risk management, control, anti-corruption,
under the oversight of a committee chaired by an Independent Non-Executive
whistleblowing and governance processes. The IA function is independent of
Director.
the activities and operations of other operating units within the Group. It is
• Anti-Bribery and Corruption led by the Group Chief Audit Executive, who reports functionally to the ACB
and administratively to the Group President & Chief Executive Officer (GPCEO).
Maybank adopts a zero-tolerance approach against all forms of bribery and
IA processes and activities are guided by the Audit Charter and governed by
corruption in carrying out its daily operations. Maybank complies with the
relevant regulatory guidelines, the Group’s Code of Ethics and mandatory
Malaysian Anti-Corruption Commission Act 2009, as well as other laws and
guidance established under the International Professional Practices Framework
regulations in the countries where it operates. The Maybank Group Anti-Bribery
by The Institute of Internal Auditors (The IIA).
& Corruption Policy and Procedures set out the guiding principles for Maybank
to address and manage bribery and corruption risks in all its dealings. More detailed description of the Internal Audit function is highlighted in the Audit
Committee Report on pages 115 to 116
This Statement has been reviewed by external auditors in pursuance of paragraph 15.23 of the Listing Requirements for inclusion in the Annual Report of
the Group for the financial year ended 31 December 2022. The limited assurance review was conducted in accordance with Audit and Assurance Practice
Guide 3 (AAPG3) issued by the Malaysian Institute of Accountants. The AAPG3 does not require external auditors to form an opinion on the adequacy
and effectiveness of the risk management and internal control systems of the Group.
Based on the limited assurance procedures performed and evidence obtained, the external auditors have reported to the Board that nothing has come to
their attention that causes them to believe that this Statement intended to be included in the Annual Report is not prepared, in all material respects, in
accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of
Listed Issuers; nor is the Statement factually inaccurate.
CONCLUSION
The GPCEO and Group Chief Financial Officer (GCFO) have provided their reasonable assurance to the Board that the Group’s risk management and internal
control system is operating adequately and effectively in all material aspects, based on the risk management and internal control system of the Group.
As for the material associated companies, an associate is an entity over which the Group and the Bank have significant influence. Significant influence is
the power to participate in the financial and operating policy decisions of the investee, but it is not control or joint control over those policies.
After taking into consideration the assurance from the Management and input from the relevant assurance providers, the Board is of the view that the
Group’s risk management and internal control system is operating adequately and effectively to safeguard the interests of the Group’s shareholders and
assets. The Board is also satisfied that the Group has put in place an ongoing process to identify, evaluate, monitor, manage and respond to significant
risks faced in achieving its business and strategic objectives amid the dynamic and challenging business environment and increasing regulatory scrutiny,
particularly in these times of uncertainty and crisis. This process has been in place for the entire financial year under review up until the date of approval
of the Statement for inclusion in the Annual Report.
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113
A total of 17 meetings were held during FY2022, details of which are set out below: 5. Deliberated and approved the FY2022 Balanced Scorecard (BSC) for the GCAE,
taking into consideration the relevance and importance of key performance
Number of meetings held and indicators set for the year.
Name of Committee Member attended during FY2022
6. Reviewed the monthly Group Audit Dashboard outlining the completion of
Shirley Goh 17/17 planned audits as per the approved AAP2022 and their respective ratings, as
Shariffuddin Khalid 17/17 well as IA staff strength, participation of IA in the Group’s projects and any
Che Zakiah Che Din 17/17 fraud cases reported to Group Audit. Subsequently, this Dashboard was tabled
Dato’ Zulkiflee Abbas Abdul Hamid 17/17 to the Board for information.
Dr. Hasnita Dato’ Hashim 16/17 7. Deliberated the audit and investigation reports as well as Management’s action
Dato’ Idris Kechot 8/8 plans implemented to remediate or enhance controls to further strengthen
the internal control system. Pertinent discussion points by the ACB were also
The Group Chief Audit Executive (GCAE) and members of the Group Audit Leadership
cascaded to the Management via the Group IAC for their attention and action.
Team (GALT) attended these meetings to present the internal audit and investigation
Where required, the Chairman of Group IAC was advised to escalate the control
reports. The Group Chief Operations Officer (GCOO), who took over as Chairman
lapses and recommendations to the Group EXCO for deliberation and monitoring.
of the Group Internal Audit Committee (IAC) from the Group Chief Financial Officer
(GCFO) in September 2022, represented the Management in the ACB to provide 8. Informed and updated the Board on the audits and investigations conducted
assurance and commitment on the prompt resolution of audit issues and areas of by Group Audit via the ACB Chairman’s Report.
concern highlighted by Internal Audit (IA). In addition, Management representatives
9. Reviewed the monthly audit finding status reports and deliberated on the
of the respective audit reports were also invited to the meetings, where required,
corrective actions and timelines taken by Management to ensure prompt
to provide explanation to the ACB, on specific topics or issues as well as commitment
resolution of the control lapses highlighted.
to rectify IA findings arising from the relevant reports.
10. Reviewed and approved any Management’s requests on audit finding rectification
timeline extension, taking into consideration the justifications provided.
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11. Reviewed and noted the minutes of meetings for the following: EXTERNAL AUDIT
a. Group IAC and IAC Singapore (Maybank Branch Singapore), for an overview 24. Reviewed with the external auditors:
of the deliberations and remedial actions taken by Management on the
a. The APM focusing on the scope of work for the year which included the
control lapses raised by IA; and
audit strategy and approach for FY2022, new areas of audit emphasis
b. ACBs at the subsidiaries in Malaysia and in the region. The ACB also arising from emerging events and recent developments in accounting
deliberated the key concerns discussed at these ACBs and, where deemed standards and laws and regulations, multi-location audit scoping, audit
necessary, sought clarification and additional information from the ACBs timelines, significant audit areas that may give rise to key audit matters
of the respective subsidiaries to ensure appropriate actions have been (“KAM”) and also the proposed statutory audit fees which was subsequently
taken. recommended for the Board’s approval;
12. Deliberated the Internal Quality Assurance Review Report prepared by Group b. The results of the audits, significant audit and accounting matters identified
Audit to ensure continuous conformance with the International Standards including those pertaining to COVID-19 impact and relief assistance; and
promulgated by The Institute of Internal Auditors (The IIA).
c. Management Letters points together with Management’s responses or
13. Reviewed and approved the appointment of an independent external reviewer comments.
to conduct a Quality Assurance Review (QAR) of the Group’s IA function to
25. Reviewed the external auditors’ performance, including their suitability and
assess Group Audit’s conformance with the International Standards promulgated
independence in accordance with the Group’s Framework, which is in line with
by The IIA. The QAR report was tabled to the ACB in November 2022, concluding
BNM’s Policy document on External Auditor. The following procedures were carried
that Group Audit’s current practices conformed with the IIA Standards.
out, taking into consideration the external auditors’ Annual Transparency Report
14. Deliberated the Audit Lab Learning Intervention report outlining, amongst others, which encompassed their firm-level statistics and insights on the legal and
the IA Learning and Development Blueprint as well as Learning Needs Analysis governance structure, measures taken by the audit firm to uphold audit quality
and Focus, with the aim of developing and sustaining a high-performing IA team. and manage risks as well as information on the audit firm’s audit quality indicators:
15. Deliberated the digital audit initiatives such as the development of audit analytics a. Review the professional conduct of the external auditors by considering
as Continuous Auditing (CA) for continuous assurance and enhancement of audit information available from public or independent sources. The review is
digitalisation via the Audit Management System. carried out to ensure:
16. Deliberated the Group Audit’s FY2022 Succession Planning to gain insights into i. The appointed external auditors are registered auditors of public
the availability and readiness of competent leaders to succeed a critical role interest entity with the Audit Oversight Board;
should it become vacant.
ii. The appointed external auditors and key members of the audit
17. Approved the revised Audit Rating Nomenclature for Disaster Recovery (DR) engagement team involved in making key decisions on significant
exercises to ensure consistency and uphold the highest standards in DR capabilities. matters with respect to the audit of the financial statements (key
members of the audit engagement team) have not been convicted
ANNUAL REPORT of any offence under the FSA 2013, the IFSA 2013 or the Companies
Act 2016, or any written law involving fraud or dishonesty; and
18. Reviewed the entire FY2021 Corporate Annual Report book and endorsed it
for integrated reporting to the Board. iii. The engagement partner and key members of the audit engagement
team shall not have any record of disciplinary actions taken against
19. Reviewed and endorsed the Statement on Risk Management and Internal
them for unprofessional conduct by any professional associations
Control (SORMIC) for Board’s approval and disclosure in the FY2021 Annual
and/or regulatory bodies.
Report.
b. Assess the external auditors’ knowledge, capacity and audit experience
20. Reviewed and approved the Audit Committee Report (ACR) for incorporation
by reviewing the following:
in the FY2021 Annual Report.
i. Curriculum vitae of the engagement partner and concurring partner;
21. Reviewed and endorsed the Corporate Governance Overview Statement and
Report for Board’s approval and inclusion in the FY2021 Annual Report. ii. List of public interest entities audited by the engagement partner
and the concurring partner in the last two years prior to the date
FINANCIAL REPORTING of statutory declaration;
22. Reviewed the quarterly unaudited financial results and the annual audited iii. Years of experience of the engagement partner and key members
financial statements of the Bank and Maybank Group as well as the accompanying of the audit engagement team in auditing financial institutions; and
Directors’ Report, to ensure that they have been prepared in accordance with
iv. Man-days spent by the engagement partner and the concurring
Malaysian Financial Reporting Standards (MFRS), International Financial Reporting
partner in the previous audit.
Standards (IFRS) and requirements of the Companies Act 2016 in Malaysia,
before recommending the financial statements to the Board for approval. c. Assess the external auditors’ performance by reviewing the quality of
previous audit or work done by the external auditors and their level of
23. In reviewing the financial results and financial statements of the Group, the
engagement with the ACB. The assessment found that the external
ACB discussed and made enquiries on, among others:
auditors had participated actively in discussions with the ACB, as
a. Changes in accounting policies including implementation of major new demonstrated below:
accounting standards;
i. The external auditors updated the ACB with the results of the audit
b. Significant matters highlighted, including significant judgements, estimates findings in their report for FY2021 on 28 January 2022;
and assumptions made by Management, significant and unusual events or
ii. The Memorandum of Recommendations arising from the audit of
transactions during the year and how these matters were addressed; and
the financial statements for FY2021 was tabled to the ACB by the
c. Impact of COVID-19 pandemic to the financial reporting processes. external auditors on 28 July 2022;
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115
iii. On 28 July 2022, the external auditors presented to the ACB their RELATED PARTY TRANSACTION (RPT)
report for the limited review of the Bank’s Unaudited Profit after
27. Reviewed RPTs and ensure that they are in compliance with Maybank Group’s
Taxation and Zakat for the six-month period ended 30 June 2022;
procedures in identifying, monitoring, reporting and reviewing related party
iv. The external auditors presented the APM with regard to the audit transactions, in line with the Group’s RPT Policy.
of the financial statements for FY2022 to the ACB on 28 October
28. On a quarterly basis, reviewed related party disclosures in compliance with
2022; and
MFRS 124 Related Party Disclosures, Main Market Listing Requirements of
v. The ACB held three meetings with the external auditors on Bursa Malaysia (MMLR), Companies Act, 2016 and Maybank Group’s guidelines.
28 January 2022, 28 July 2022 and 28 October 2022 without
29. During the year, the ACB reviewed a proposed RPT involving the interest of
Management’s presence to allow the external auditors to raise
a major shareholder, i.e. Permodalan Nasional Berhad (PNB). In this regard,
concerns, if any, and discuss relevant issues and obtain feedback
Maybank had proposed to enter into agreements relating to: (i) a Tenancy
for improvements.
Agreement for the tenancy by Maybank of Level 6 and Levels 43 to 74
d. Assess the external auditors’ performance and timeliness of service (inclusive) of the Office Tower known as Menara Merdeka 118; and (ii) a Lease
deliverables. The external auditors were able to complete the audit Agreement for the leasing of Menara Maybank to PNB. These transactions
engagements for the Bank and Maybank Group within the timelines set, were deemed as RPT under Paragraph 10.08 of the MMLR. Further details of
as demonstrated below: the transactions were set out in the announcement made to Bursa Malaysia
on 12 September 2022.
i. The audited financial statements as at 31 December 2021 were
signed off by the external auditors on 24 February 2022; The ACB, after having considered all aspects of the transactions including but
not limited to the terms, the rationale and benefits, and the independent
ii. The report on limited review for the financial period ended 30 June
valuations appraised by the independent valuers, is of the view that the
2022 was signed off by the external auditors on 28 July 2022; and
transactions were fair, reasonable and on normal commercial terms, not
iii. No past audit lapses by the external auditors were observed in detrimental to the interest of the minority shareholders of Maybank and were
previous assurance engagements. in the best interest of Maybank.
e. Assess the independence and objectivity of the external auditors by
reviewing the following: INTERNAL AUDIT FUNCTION
i. List of non-audit services provided by the external auditors of the
ORGANISATIONAL INDEPENDENCE
Bank and Maybank Group;
The IA function of Maybank was established by the Board to provide independent
ii. List of non-audit services rendered by the engagement partner and
and objective assurance on the adequacy and effectiveness of the governance, risk
the concurring partner in the last two years;
management, anti-corruption, whistle-blowing and internal control processes
iii. Value-added audit findings raised by the external auditors in the implemented by the Management. The function is independent of the activities
recent audit of the financial statements of the Bank and Maybank audited and from the day-to-day internal control processes. The GCAE reports
Group; functionally to the Group ACB and administratively to the GPCEO to maintain the
requisite independence and objectivity as outlined in the Audit Charter approved
iv. Confirmation by the external auditors and all members of the
by the ACB. The IA functions of Maybank, including the Malaysia and overseas
engagement team of their independence in accordance with the
subsidiaries and branches, are organised on a Group basis under the purview of
By-Laws on Professional Ethics, Conduct and Practice of the Malaysian
the GCAE. The GCAE has active oversight of the in-house IA functions of the
Institute of Accountants and the International Ethics Standards
regional subsidiaries in the Philippines, Indonesia, Singapore, Cambodia, Hong Kong,
Board for Accountant’s Code of Ethics for Professional Accountants
Thailand and Vietnam, which have direct accountability to their respective entities’
(IESBA code);
ACBs (or equivalent). To maintain audit objectivity and independence, the IA functions
v. Statutory declaration by the engagement partner and key members in Malaysia as well as the region are independent of the operations of the other
of the audit engagement team, confirming that they have no operating units.
relationship with, or interest in shares of, the Bank and Maybank
The IA function of the Group is led by Mohamad Yasin Abdullah, who was appointed
Group; and
as the GCAE on 9 May 2022, succeeding Nazlee Abdul Hamid, who has since
vi. Existing engagement partner has not served the Bank or Maybank retired. He has more than 25 years of experience in the corporate and financial
Group for a continuous period of more than five years. industry, of which 12 years were in the capacity as Chief Financial Officer and 4
years as Chief Operating Officer. He is a Chartered Banker of Asian Institute of
26. Reviewed and approved the appointment of the external auditors for the
Chartered Bankers and a Fellow Member of The Association of Chartered Certified
provision of non-audit services to the Bank and Maybank Group, considering
Accountants (FCCA) and The Chartered Institute of Management Accountants
the following qualitative and quantitative criteria:
(FCMA). He is also a member of The Malaysian Institute of Certified Public
a. The professionalism, expertise, adequacy of knowledge and relevant Accountants (MICPA) and the Malaysian Institute of Accountants (MIA). He graduated
experience of the engagement team members; from the International Islamic University Malaysia (IIUM) with a Bachelor of
Accounting (Honours) and a Master of Business Administration in Finance. He is
b. Conflicts of interest that could arise, and the scope and proposed fees
an active member of the Chief Internal Auditors Networking Group (CIANG) and
for the non-audit services to be performed by the external auditors will
was recently appointed as a member to the Institute of Internal Auditors (IIA)
not threaten their independence; and
Malaysia’s Board of Governors.
c. The fees quoted by the external auditors for non-audit services were
competitive and commensurated with the scope of such non-audit services.
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116
RESPONSIBILITY, SCOPE AND METHODOLOGY the learning needs of IA functions. A series of in-house virtual and physical training
sessions was conducted by Group Audit’s subject matter specialists and Maybank’s
The principal responsibility of IA is to evaluate the adequacy and effectiveness of
line trainers to provide the auditors with the requisite audit and product knowledge
the system of risk management and internal control implemented by the Group
in various audit areas. Furthermore, auditors also attended conferences, webinars
and to assess whether the risks that may hinder the Group from achieving its
and training programmes organised by accredited external training providers and
objectives are adequately evaluated, managed and controlled. It provides risk-based
professional bodies.
and objective assurance, advice and insight to enhance and protect organisational
values and assist the Management to achieve its objectives. In addition, to enhance the auditors’ competencies and their continuous professional
development, Group Audit supports education programmes that enable its personnel
The AAP2022 was approved by the ACB in January 2022. It defined the IA scope
to advance their professional development via relevant internal audit certifications
of work for the year, covering the business and operations of the Group. In
such as Certification for Bank Auditors (CBA), Certified Internal Auditors (CIA),
establishing the plan, all the auditable units were risk ranked using the Maybank
Certified Information Systems Auditor (CISA), Certified Anti-Money Laundering
Risk-Based Audit (MRBA) approach while the COSO Internal Control - Integrated
Specialists (CAMS), etc. Training and guidance continue to be extended to the
Framework Principles and COBIT (for IT) frameworks were used to assess the
regional IA teams virtually, where required, to ensure consistency in the application
adequacy and effectiveness of internal controls. The AAP also took into consideration
of auditing standards, processes and practices as well as testing procedures.
the Group’s key business strategies and operations, and Management’s feedback
on their areas of concerns and potential risks. In addition, IA continues to provide
independent and objective consultative reviews of the implementation of new SUMMARY OF INTERNAL AUDIT ACTIVITIES IN FY2022
initiatives in the Group during the year including new business ventures, new
The key IA activities undertaken in FY2022 were as follows:
systems, and introduction of new products.
1. Organised a 2-day Group Audit Conference 2022, attended by over 230
IA’s processes and activities are governed by the relevant regulatory guidelines as
participants from Malaysia as well as the region.
well as the Group’s Code of Ethics and Conduct and mandatory guidance of the
International Professional Practices Framework (IPPF) issued by The IIA. During the 2. Attended periodical meetings of various management level committees (on-
year, audit reports, along with the issues, root causes and recommendations as well site/virtual) such as the Group Information Technology Steering Committee,
as Management’s responses and action plans for improvement and/or rectification, Group Executive Risk Committee, Group Non-Financial Risk Committee and
were tabled to the Group IAC and ACB for review and deliberation. The rectification Group Procurement Committee on a consultative and advisory capacity to
status of the audit findings was closely tracked and periodically reported to Group provide independent feedback on governance, risk management and internal
IAC and ACB to ensure prompt resolution. Any requests for rectification timeline control.
extension were also tabled to the ACB for approval.
3. Continued to transform and accelerate the digital application in auditing to
The Quality Assurance and Improvement Program (QAIP) continues to be used to provide better insights into determining emerging risks with the robust
assess the quality of the audit processes against the International Standards succession of data and advanced analytics. The key enhancements and evolution
promulgated by The IIA. Recommendations and opportunities for improvement are were on incorporating robotic process automation (RPA) and artificial intelligence/
identified through internal and external assessments. The internal assessment is machine learning (AI/ML) components in most assurance functions as well as
performed annually by an independent internal Quality Assurance team under the leveraging data and analytics to support the IA’s assurance and advisory roles
direct supervision of the GCAE, while the external assessment is conducted once to Management and stakeholders.
every five years by a qualified and independent external assessor. The QAIP results
4. Established a risk-based AAP for FY2022 and updated the AAP in view of the
are tabled to the ACB. For FY2022, an external Quality Assurance Review was
latest developments surrounding the business operating environment and
performed by the appointed external reviewer. The appointed external reviewer
continued uncertainties posed by the ongoing pandemic as well as ad-hoc
assessed, among others, IA’s conformance with the IPPF as issued by The IIA and
requests made by the ACB, Management and/or regulators.
recommended enhancements to IA in line with industry’s best practices by way of
assessing the current operations and structure of IA. 5. Revised the audit approach in response to relaxed movement restrictions in
FY2022 and in consideration of the different working arrangements adopted
RESOURCES by the respective business units. This was to ensure that audit assurance could
be continuously provided, focusing on pertinent risk areas and considering
The overall costs incurred for maintaining the IA function in the Group for FY2022
alternative audit methods/approach.
was approximately RM81.5 million. The breakdown of staff strength and expenses
incurred is as follows: 6. Conducted a four-day Group-wide onsite audit plan challenge session to
calibrate and integrate the audit approach across all IA functions in the Group
Location No. of Staff RM’ million Office and the region. This was to ensure consistent and comprehensive
coverage of risk locations across the Group.
Malaysia 153 37.8
Regional 200 43.7 7. Performed periodic internal control testing of business units, operations and
processes across the Group as identified in the AAP, to provide independent
Total Group 353 81.5
assessment and objective assurance of the units audited. Among the key risk
As of 31 December 2022, Group Audit had a total staff strength of 353 individuals areas assessed were cyber and technology security, anti-money laundering,
(in Malaysia and the region) from diverse backgrounds and qualifications. anti-bribery & corruption, outsourcing governance and operations as well as
sales activities, cash management and physical security at branches.
Following various pandemic restrictions in the previous years, Group Audit continues
to encourage its staff to enhance and diverse their skillsets via accessible and 8. Adopted a regional approach in conducting reviews on critical areas such as
flexible learning alternatives. Modern learning strategies have transformed classroom- anti-money laundering, anti-bribery & corruption, stress testing, cyber security,
centric training to virtual learning, which had significantly expanded the learning compliance to SWIFT framework, general IT controls etc. to ensure consistent
coverage to the auditors in the region. In recognising the importance of having coverage and assessment of the controls from Group perspective.
skilled and competent auditors, the Audit Lab was established in 2021 to focus on
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117
9. Conducted compliance reviews mandated by the respective countries’ regulatory 17. Conducted ad-hoc and special reviews on key risks areas as well as emerging
authorities on areas such as e-Payment Incentive Fund (ePIF) Framework, Staff risks identified for ongoing review such as Maybank Group’s remedial functions
Training Fund (STF) Contribution Arising from Staff Pinching and Managing and panel solicitors/partners.
of Risks for Electronic Banking, Direct Debit and Risks Associated with Payment
18. Conducted 18 investigations in FY2022 as requested by the ACB in FY2022.
Instruments Circular.
19. Conducted internal quality assessment reviews of the IA and desktop limited
10. Presented the Internal Control Health Check Report for FY2021 to the ACB
peer reviews of the respective regional IA functions, and tabled the results to
and Group EXCO which summarised the state of internal controls based on
the respective ACBs.
the audits conducted throughout FY2021. The report identified areas where
improvements were noted and the factors contributing to areas requiring 20. Evaluated the proposals submitted in the tendering exercise to appoint an
attention. The same report summarising the audits conducted in 1H FY2022 external reviewer to conduct the external QAR on internal audit activities.
was also presented to the ACB and Group EXCO for deliberation.
21. Presented the Audit Lab Learning Intervention report for ACB’s deliberation.
11. Presented the key discussion points of Group IAC as well as key concerns The status of the learning focus identified for FY2021 and 1H FY2022 was
from unsatisfactory and investigation reports to the Group EXCO. also provided to the ACB.
12. Tracked and reported the implementation status of action plans committed 22. Presented digital audit initiatives such as the development of audit analytics.
by the Management to address audit findings highlighted by the IA. Requests
23. Reviewed the regional subsidiaries’ Internal Audit Charters for approval at the
for timeline extension were also escalated to the ACB for deliberation and
respective regional subsidiaries’ audit committees, pursuant to the material
approval.
updates of the Group’s Internal Audit Charter.
13. Conducted preliminary independent reviews with regard to the adequacy of
24. Proposed changes to the Audit Rating Nomenclature for disaster recovery (DR)
internal controls prior to the introduction of new products and implementation
exercises to ensure consistency and uphold the highest standards in DR
of new IT solutions.
capabilities.
14. Issued Independent Audit assessments on advisory capacity based on the
25. Presented Group Audit’s FY2022 Succession Planning to the ACB on the
requirements set by various regulators and governing authorities, prior to
readiness and availability of competent leaders within the Group to succeed
implementation of IT solutions to ensure adequate controls were applied and
a critical role should it become vacant.
identified risks were mitigated.
26. Prepared the ACR and SORMIC for inclusion in the FY2022 Annual Report
15. Conducted Post Implementation Reviews of new products and new IT systems
upon approval by the ACB and the Board respectively.
to assess whether all committed objectives were achieved.
118
The Shariah Committee (SC) performs an oversight role on Shariah matters related to the
business operations and activities of the relevant Islamic businesses within Maybank Group.
There are three Shariah committees that reside within Maybank Group:
SC places importance on ensuring effective implementation of Shariah governance and best practices of corporate governance. In view of this, two joint sessions were
held between MIBSC and the Board of Directors in FY2022, while SC EFTB & EGTB held four joint sessions.
• Certified Shariah Advisors (CSA) series which covered 15 topics including • Hajah Discussion Paper by BNM: Industry Roundtable Discussion
ethics, legal, governance, Islamic banking and finance, Islamic capital market, • Etiqa Takaful Strategic Engagement Session 2022: Takaful At Crossroads –
risk management, accounting, Takaful, and Maqasid Shariah The Way Forward by Tan Sri Muhammad Ibrahim
• Shariah Committee Off-site Meeting – The Alignment of Shariah & Sustainability • Workshop on Takaful Products Pricing
Goals
• Refresher Session on IFRS 17
• Panellist during INCEIF University ISF Webinar 360 Series: “Digitisation of
Islamic Social Finance – Mere Hype?” • Training sessions on Personal Accident Products, Etiqa Flood Recovery
Solutions, TripCare 360/TripCare 360 Takaful Products and Shariah Underwriting
• Presentation at 16th Muzakarah Cendekiawan Syariah Nusantara 2022 Guidelines in General Business
• In-house training sessions on Asset and Liability Management, Introduction • Directors’ Training Programme on compliance, Environmental, Social and
to Sustainex (Sustainability Model), Environmental, Social and Governance Governance (ESG), Diversity, Equity and Inclusion (DEI), risk management,
(ESG) Screening and Value-Based Intermediation (VBI) Update investment, cyber security and product development
• Produced various articles on Islamic banking in collaboration with Shariah • Talks on competitive advantage and building the Islamic banking and finance
Centre of Excellence Industry
• Participated in “Simpan Emas” Panel session as panellist on “Tijarah” show • Forum Kemerdekaan 2022: Kemerdekaan yang Lestari
by TV Al-Hijrah
In addition to the abovementioned programmes, the MIBSC and/or SC EFTB & EGTB members also attended the following external programmes and events:
• 13th SC-OCIS Roundtable on Shaping a Stakeholder Economy for the Islamic Capital Market
• 17th Kuala Lumpur Islamic Finance Forum (KLIFF 2022)
• Muzakarah Penasihat Syariah Kewangan Islam 2022
• 4th International Shariah Scholars Roundtable (ISHAR 2022)
• Global Islamic Finance Forum (GIFF 2022)
• 17th International Shari’ah Scholars Forum (ISSF 2022)
SC ASSESSMENT
In compliance with BNM’s Shariah Governance Policy Document, the SC undergoes the process of assessing the effectiveness of the individual members and the committee
as a whole on a yearly basis. The SC annual assessment exercise is primarily based on a questionnaire distributed to the respective committee members and encompasses
considerations on the effectiveness of the SC in discharging its duties.
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119
Sustainability Review
As a result of the significant progress made, the Board approved an upward revision for Commitments 1 and 2 in December 2022 to a target of RM80 billion in
Sustainable Finance (from RM50 billion previously) and two million households across ASEAN by 2025 (from one million households previously), respectively.
SUSTAINABILITY GOVERNANCE
Cultivating a top down approach focused on accountability and agility, the Board of Directors (Board), as the Group’s highest governing body, is responsible for overseeing
Board-level committees that have oversight of specific areas relating to sustainability. Supporting the Board in driving its sustainability agenda are the Board Sustainability
Committee (BSC), the EXCO Sustainability Committee (ESC) and our Chief Sustainability Officer (CSO).
F or more on our sustainability governance process, roles and responsibilities, please refer to pages 91 to 93 of the Sustainability Report 2022 and www.maybank.com/sustainability. For
more on our corporate governance practices, refer to the Corporate Governance Overview Statement (pages 95 to 104) and our Corporate Governance Report available on
www.maybank.com/ar
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Sustainability Review
Recognised at the UN Global Compact Network Malaysia & Brunei Sustainability Performance Awards 2022 for our
partnerships geared towards achieving the UN SDGs and pioneering sustainable development
The subsequent sections highlight the specific SDGs and Material Matters which are tied to the achievements of our Sustainability Commitments.
Other SDGs not highlighted within our Sustainable Commitments are covered in our Sustainability Report 2022 on www.maybank.com/sustainability
SUPPORTING FINANCING RELATED TO GREEN, SOCIAL AND TRANSITION INITIATIVES Related Capitals: FC SRC NC
of a Sustainability Sukuk, proceeds from which will be Affordable Basic Services or Infrastructure
Sustainable channelled to construct the Nenggiri Hydroelectric Power
Finance Mobilised Plant in Kelantan. The plant is expected to generate 300
MW of clean power, avoiding 355,000 tCO2 emissions. RM2.31 billion of affordable home loans were mobilised
FY2022 in Malaysia in FY2022 as we continue to assist individuals
RM20.69 billion
Green Buildings & Homes
and families to secure home ownership and address the
gaps in housing accessibility for low-income households.
FY2021 Green Building financing amounts to RM2.06 billion and Sustainable Investment
>RM13.6 billion is driven mostly by financing the acquisition and construction
of certified green buildings in Malaysia and Singapore. On
FY2025 Target: RM80 billion*
the retail front, the “Go Green with Maybank Home” Our existing sustainability-themed funds are still performing
* Revised target from RM50 billion financing scheme in Malaysia provides attractive financing well, albeit a slight reduction in comparison to the previous
rates for the installation of solar panels and/or the purchase year due to the challenging market conditions in 2022.
of homes that meet recognised green building certifications. AUM stood at RM530.02 million as at year end, a 15.9%
Driving Sustainable Finance In 2022, RM539.54 million was mobilised to more than decrease from 2021. In August 2022, our asset management
770 customers through the scheme. In Singapore, the arm, MAMG, expanded its sustainable product offerings
“Green Home Loan” campaign was relaunched in July 2022 with the launch of MAMG Global Environment Fund. The
The Group established a Sustainable Product Framework offering financing for homes that meet the Building and certified Sustainable and Responsible Investment (SRI)
(SPF) in September 2022 to define green, social, sustainable Construction Authority (BCA)’s Green Mark GoldPLUS fund invests in global companies that focus on new energy,
and transition products across our businesses. This will standard and above. As of end December 2022, it had sustainable food, water, the circular economy, smart
help to steer the development of financing solutions that attracted an uptake of SGD33.55 million in residential environment, as well as clean and efficient transport. As
meet the Group’s sustainable standards throughout their green home ownership. at year end, its AUM stood at RM2.85 million.
life-cycle. The framework is aligned with the International
Clean Transportation Other Sustainable Financing
Capital Markets Association’s Climate Transition Finance
Handbook and the decarbonisation pathway set by the
Transition Pathway Initiative, among other local and
A total of RM1.21 billion was disbursed for financing the We support Bank Negara Malaysia’s Low Carbon Transition
international frameworks, and will be reviewed annually.
purchase of electric vehicles (EV) and hybrid vehicles, Facility (LCTF) that helps fund Malaysian SMEs as they
The SPF can be downloaded from https://www.maybank. marking an increase of 124% YoY. In Malaysia, this year transform their business into low-carbon operations. This
com/iwov-resources/documents/pdf/annual report/2022/ we introduced preferential rates for the financing of EV includes capital expenditure or working capital that is
Maybank-Sustainable-Product-Framework.pdf channelled to initiate or facilitate the transition to low-
and hybrid vehicles which contributed to the mobilisation
Renewable Energy of over RM302.23 million in financing for over 2,000 carbon and sustainable operations, such as procuring
customers. In the long term, the programme will support sustainable materials for production or improving the
the National Energy Policy 2022-2040, which has set the energy efficiency of buildings and appliances. LCTF financing
We continue to support renewable energy projects, target for EV to command 38% of the market share by that meets the eligibility criteria laid out in the Group’s
mobilising a total of RM535.70 million this year for projects 2040. Similar programmes introduced in Singapore and SPF is recognised as Sustainable Financing.
that employ the use of solar and RM750.00 million for Indonesia saw the mobilisation of RM812.72 million and
hydro power. More recently, we facilitated the issuance RM98.31 million in the two countries respectively.
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121
Sustainability Review
MANAGING DIRECT AND INDIRECT EMISSIONS FROM OUR OPERATIONS AND BUSINESS ACTIVITIES Related Capitals: MC NC
Retrofitted our branch signages with LED lighting across 50 Managing Scope 3 Emissions
premises in Malaysia and nine branches in Singapore
Installed AC inverters at 35 locations in Malaysia and 30 • We have established our Scope 3 financed emissions baseline at 25.7 million
premises across Singapore, Cambodia, Philippines and Indonesia tCO2e for FY2021 premised on six asset classes set out by the Global GHG
Accounting and Reporting Standard for the Financial Industry by Partnership for
Carbon Accounting Financials. This exercise has enabled us to identify and focus
Upgraded the chiller system at Maybank Tower, Singapore our transition strategy on geographies, sectors and clients that contribute
significantly to the Group’s financed emissions. We have started to engage with
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122
Sustainability Review
clients and related stakeholders to develop an appropriate transition strategy, also enhanced our staff travel policy to encourage virtual meetings and discussions
and are working on integrating climate scenario analysis with the data to identify in lieu of travel as well as to leverage the most efficient methods of travel.
the relevant climate-related transition risks. This will help us to set emission
Managing Our Supply Chain
reduction targets and exposure limits.
• We are also in the midst of developing a Group Climate Risk Policy to identify,
assess and manage climate-related risks, guided by the Task Force on Climate- • Our Supplier Code of Conduct was enhanced in July 2022 to incorporate
Related Financial Disclosures (TCFD) and key regulatory requirements. The policy requirements and standards on environment, health & safety, labour, human
will set out methodologies and procedures to address climate-related disclosures, rights as well as other compliance and regulatory obligations.
and is expected to be implemented in FY2023. • We have also embedded ESG assessment questions into our procurement on-
• We have broadened our position paper on Palm Oil to Agriculture and refined boarding and renewal process across our operating markets to raise awareness
our position papers for Oil & Gas and Forestry & Logging. of ESG and its importance among existing and potential suppliers. The outcome
of the assessment will form the basis of ESG criteria used when selecting suppliers
Our position on these and other sectors are published on www.maybank.com/sustainability in the future.
• As part of ongoing efforts to educate our staff and manage their emissions from Our Supplier Code of Conduct is published on https://www.maybank.com/en/about-us/
travel, we have started reimbursing employees for EV-related expenses. We have corporate-governance/procurement.page
STRENGTHENING STAKEHOLDER RELATIONSHIPS, SUSTAINABILITY MINDSET AND GOVERNANCE Related Capitals: HC SRC
• In ensuring that our people uphold confidentiality and security of all personal
Sustainability Hours Achieved data handled, this year all customer-facing employees were required to complete
mandatory e-Learning modules related to privacy, covering the management of
FY2022 data privacy and breaches, regulatory compliance and data protection measures.
FY2021
1,563,720 hours* 1,636,652 hours* For more risk initiatives and culture-building, refer to Principal Risks and Statement on
Risk Management and Internal Control on pages 36 and 111. For more on employees’
FY2025 Target: One million sustainability hours p.a. learning & development, refer to Group Human Capital on page 74
* 34.9% (FY2021: 18.7%) is contributed by workforce sustainability initiatives, which Transparency and Governance
is discussed in Group Human Capital page 74
Inculcating a Sustainability Culture • In fostering a culture of fairness and transparency across all our dealings
throughout the Group and operating in an ethical and just manner, we conducted
23 business ethics and human rights awareness sessions in 2022 for 370
• An Annual Board Risk Workshop is held for the Board of Directors, senior employees across the Group.
management and business leads to discuss current and future risk trends. This • To ensure that the Group has proper guidance on the overall approach towards
year, several new key ESG-related areas were brought to the table, including the stakeholder engagement on sustainability matters, a Stakeholder Engagement
need for greater oversight and awareness of sustainability and climate change. Strategy was developed in 2022 which helps to identify key stakeholder groups
Some of the action items included the need for clearly aligned deliverables and through a set of predefined criteria.
risk appetite for our investment time horizons; as well as employing agile tactical
solutions to meet customer and business needs while staying the course on our For more on our governance efforts and initiatives, refer to Corporate Governance Overview
Statement, Statement on Risk Management and Internal Control and Audit Committee
strategy execution. Report on pages 95, 106 and 113
• 10 ESG risk-related programmes involving more than 1,000 employees across Diversity, Equity and Inclusion (DEI)
all levels in the Bank were organised in 2022 as part of Group Risk’s continued
efforts to embed ESG risk management into daily business operations, in line
with the ESG Risk Management Framework. • We developed an internal online publication, “Thriving in Diversity”, as part of
• As part of the Group’s efforts to inculcate sustainability among staff, two key continued efforts to raise DEI awareness.
initiatives were introduced. The Sustainability Circle was established as an informal • To maintain DEI awareness in the forefront, numerous programmes and webinars
network consisting of representatives from various sectors and countries who were curated and implemented throughout the year, including an International
act as internal advocates facilitating the exchange of opinions and driving the Women’s Day event; Maybank’s first youth summit launch – the GenM summit
adoption of sustainability within their respective units. To drive sustainability to provide young Maybankers a space that connects and empowers them to
action, a Sustainability Capability Building programme for employees called Green recognise their potential and voice their ideas; customised Mental Well-being
Lab was curated to provide foundational knowledge on sustainability and encourage Outreach sessions; facilitator-led support groups with solutions-focused CARE
sustainability best practices. As at year end, 1,082 sustainability advocates had Circle sharing sessions; as well as Let’s Talk It Out (LTIO) Webinars.
been trained and more than 200 sustainability initiatives had been logged in the
For more on our DEI initiatives, refer to Group Human Capital page 75
internal sustainability knowledge sharing platform, MaybankCares.
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
123
Analysis of Shareholdings
as at 28 February 2023
No. of % of No. of % of
Size of Shareholdings Shareholders Shareholders Shares Held Issued Shares
Less than 100 8,425 5.44 264,787 0.01
100 to 1,000 shares 50,231 32.42 29,233,693 0.24
1,001 to 10,000 shares 72,863 47.03 260,699,402 2.16
10,001 to 100,000 shares 20,624 13.31 547,597,503 4.54
100,001 to less than 5% of issued shares 2,795 1.80 4,970,710,007 41.24
5% and above of issued shares 3 0.00 6,245,621,700 51.81
TOTAL 154,941 100.00 12,054,127,092 100.00
124
Analysis of Shareholdings
as at 28 February 2023
125
Analysis of Shareholdings
as at 28 February 2023
126
Classification of Shareholders
as at 28 February 2023
127
ISSUED SHARES
Details of changes in the Bank’s issued shares since its incorporation are as follows:
Resultant
No. of Ordinary Total Issued Shares
Date of Allotment Shares Allotted Consideration (No. of Shares)
31-05-1960 1,500,000 Cash 7,500,000
18-05-1961 500,000 Cash 10,000,000
31-05-1962 1,000,000 Rights Issue (1:2) at RM7.00 per share 15,000,000
21-08-1968 1,500,000 Rights Issue (1:2) at RM7.00 per share 22,500,000
04-01-1971 22,500,000 Rights Issue (1:1) at RM1.50 per share 45,000,000
06-05-1977 15,000,000 Capitalisation of Share Premium Account (Bonus Issue 1:3) 60,000,000
23-06-1977 30,000,000 Rights Issue (1:2) at RM3.00 per share 90,000,000
21-02-1981 30,000,000 Capitalisation of Share Premium Account (Bonus Issue 1:3) 120,000,000
10-04-1981 60,000,000 Rights Issue (1:2) at RM4.00 per share 180,000,000
14-11-1984 45,000,000 Capitalisation of Share Premium Account (Bonus Issue 1:4) 225,000,000
28-12-1984 45,000,000 Rights Issue (1:4) at RM6.00 per share 270,000,000
30-11-1985 68,249 Conversion of Unsecured Notes 270,068,249
15-11-1986 9,199,999 Issued in exchange for purchase of Kota Discount Berhad 279,268,248
(Now known as Mayban Discount Berhad)
01-12-1986 10,550 Conversion of Unsecured Notes 279,278,798
29-07-1987 to 20-10-1987 90,000 Exercise of Employees’ Share Option Scheme 279,368,798
30-11-1987 11,916 Conversion of Unsecured Notes 279,380,714
08-06-1988 27,938,071 Capitalisation of Share Premium Account (Bonus Issue 1:10) 307,318,785
30-11-1988 10,725 Conversion of Unsecured Notes 307,329,510
16-03-1989 to 21-06-1989 9,198,206 Exchange for Kwong Yik Bank Berhad (KYBB) shares 316,527,716
11-07-1989 to 23-11-1989 7,555,900 Exercise of Employees’ Share Option Scheme 324,083,616
30-11-1989 46,174,316 Conversion of Unsecured Notes 370,257,932
01-12-1989 to 24-10-1990 4,508,900 Exercise of Employees’ Share Option Scheme 374,766,832
16-11-1990 187,383,416 Capitalisation of Share Premium Account (Bonus Issue 1:2) 562,150,248
27-11-1990 11,550 Exercise of Employees’ Share Option Scheme 562,161,798
30-11-1990 280,497 Conversion of Unsecured Notes 562,442,295
03-01-1991 3,300 Exercise of Employees’ Share Option Scheme 562,445,595
03-01-1991 188,991,002 Rights Issue (1:2) at RM5.00 per share 751,436,597
04-01-1991 4,950 Rights Issue (1:2) upon Employees’ Share Option Scheme at RM5.00 per share 751,441,547
25-01-1991 to 28-11-1991 726,000 Exercise of Employees’ Share Option Scheme 752,167,547
30-11-1991 35,197 Conversion of Unsecured Notes 752,202,744
11-12-1991 to 20-05-1992 5,566,000 Exercise of Employees’ Share Option Scheme 757,768,744
30-11-1992 to 30-11-1993 3,153,442 Conversion of Unsecured Notes 760,922,186
18-01-1994 380,461,093 Capitalisation of Share Premium Account (Bonus Issue 1:2) 1,141,383,279
29-12-1994 2,030,428 Conversion of Unsecured Notes 1,143,413,707
19-06-1998 1,143,413,707 Capitalisation of Share Premium and Retained Profit Account (Bonus Issue 1:1) 2,286,827,414
21-09-1998 to 09-10-2001 72,909,000 Exercise of Employees’ Share Option Scheme 2,359,736,414
23-10-2001 1,179,868,307 Capitalisation of Retained Profit Account (Bonus Issue 1:2) 3,539,604,721
25-10-2001 to 05-08-2003 60,567,200 Exercise of Employees’ Share Option Scheme 3,600,171,921
29-09-2004 to 14-02-2008 304,058,100 Exercise of Employees’ Share Option Scheme 3,904,230,021
20-02-2008 976,057,505 Capitalisation of Share Premium Account (Bonus Issue 1:4) 4,880,287,526
27-02-2008 to 30-10-2008 859,625 Exercise of Employees’ Share Option Scheme 4,881,147,151
27-04-2009 2,196,516,217 Rights Issue (9:20) at RM2.74 per share 7,077,663,368
29-07-2009 to 26-08-2009 319,400 Exercise of Employees’ Share Option Scheme 7,077,982,768
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
128
Resultant
No. of Ordinary Total Issued Shares
Date of Allotment Shares Allotted Consideration (No. of Shares)
20-12-2010 244,257,623 Dividend Reinvestment Plan at RM7.70 per share 7,322,240,391
12-05-2011 155,965,676 Dividend Reinvestment Plan at RM7.70 per share 7,478,206,067
05-07-2011 to 09-12-2011 10,000 Exercise of Employees’ Share Scheme 7,478,216,067
28-12-2011 161,221,416 Dividend Reinvestment Plan at RM7.30 per share 7,639,437,483
10-01-2012 to 26-01-2012 3,600 Exercise of Employees’ Share Scheme 7,639,441,083
26-03-2012 to 09-05-2012 8,100 Exercise of Employees’ Share Scheme 7,639,449,183
04-06-2012 202,854,119 Dividend Reinvestment Plan at RM8.00 per share 7,842,303,302
28-06-2012 to 08-10-2012 12,233,400 Exercise of Employees’ Share Scheme 7,854,536,702
11-10-2012 412,000,000 Private Placement 8,266,536,702
16-10-2012 to 22-10-2012 52,400 Exercise of Employees’ Share Scheme 8,266,589,102
25-10-2012 173,144,233 Dividend Reinvestment Plan at RM8.40 per share 8,439,733,335
30-10-2012 to 28-05-2013 38,147,500 Exercise of Employees’ Share Scheme 8,477,880,835
29-05-2013 201,462,948 Dividend Reinvestment Plan at RM8.80 per share 8,679,343,783
29-05-2013 to 24-10-2013 47,955,100 Exercise of Employees’ Share Scheme 8,727,298,883
25-10-2013 130,326,898 Dividend Reinvestment Plan at RM9.20 per share 8,857,625,781
25-10-2013 to 29-05-2014 24,164,342 Exercise of Employees’ Share Scheme 8,881,790,123
30-05-2014 229,810,271 Dividend Reinvestment Plan at RM8.95 per share 9,111,600,394
02-06-2014 to 27-10-2014 40,406,200 Exercise of Employees’ Share Scheme 9,152,006,594
28-10-2014 165,329,047 Dividend Reinvestment Plan at RM9.30 per share 9,317,335,641
28-10-2014 to 25-05-2015 12,748,542 Exercise of Employees’ Share Scheme 9,330,084,183
26-05-2015 203,533,085 Dividend Reinvestment Plan at RM8.70 per share 9,533,617,268
27-05-2015 to 02-11-2015 5,681,100 Exercise of Employees’ Share Scheme 9,539,298,368
12-11-2015 222,451,959 Dividend Reinvestment Plan at RM7.50 per share 9,761,750,327
13-11-2015 to 06-01-2016 2,500 Exercise of Employees’ Share Scheme 9,761,752,827
07-01-2016 to 12-05-2016 11,859,359 Exercise of Employees’ Share Scheme 9,773,612,186
02-06-2016 235,139,196 Dividend Reinvestment Plan at RM8.35 per share 10,008,751,382
13-06-2016 to 15-07-2016 76,600 Exercise of Employees’ Share Scheme 10,008,827,982
24-10-2016 184,371,435 Dividend Reinvestment Plan at RM7.25 per share 10,193,199,417
25-10-2016 500 Exercise of Employees’ Share Scheme 10,193,199,917
06-03-2017 to 05-06-2017 85,592,932 Exercise of Employees’ Share Scheme 10,278,792,849
06-06-2017 243,599,777 Dividend Reinvestment Plan at RM8.25 per share 10,522,392,626
06-06-2017 to 30-10-2017 74,474,300 Exercise of Employees’ Share Scheme 10,596,866,926
01-11-2017 181,677,352 Dividend Reinvestment Plan at RM9.00 per share 10,778,544,278
02-11-2017 to 08-02-2018 59,317,400 Exercise of Employees’ Share Scheme 10,837,861,678
09-02-2018 to 29-06-2018 107,334,516 Exercise of Employees’ Share Scheme 10,945,196,194
30-10-2018 104,486,785 Dividend Reinvestment Plan at RM8.80 per share 11,049,682,979
10-06-2019 191,678,908 Dividend Reinvestment Plan at RM8.00 per share 11,241,361,887
15-01-2021 172,632,753 Dividend Reinvestment Plan at RM7.68 per share 11,413,994,640
28-06-2021 279,343,269 Dividend Reinvestment Plan at RM7.55 per share 11,693,337,909
21-10-2021 179,814,209 Dividend Reinvestment Plan at RM7.80 per share 11,873,152,118
09-12-2021 5,361,100 Employees’ Share Grant Plan 11,878,513,218
14-04-2022 91,500,212 Dividend Reinvestment Plan at RM8.28 per share 11,970,013,430
27-09-2022 6,236,800 Employees’ Share Grant Plan 11,976,250,230
19-10-2022 77,876,862 Dividend Reinvestment Plan at RM8.38 per share 12,054,127,092
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
129
ETIQA
Kuala Lumpur 2 4 24,258.47 1,279,000
Johor Darul Takzim 1 – 286.00 3,800
Kedah Darul Aman 2 1 1,127.97 2,600
Melaka – 1 452.00 4,330
Negeri Sembilan Darul Khusus 3 1 1,659.64 3,125
Pahang Darul Makmur 2 1 18,334.57 2,532
Sabah – 1 222.22 3,792
Selangor Darul Ehsan 1 – 510.49 6,300
130
Menara Etiqa 38-storey Office & Leasehold 84 years 4 years 4,636.00 1997 377,000
No. 3 Office Building Rented out 99 years (expiring
Jalan Bangsar Utama 1 27.11.2106)
Kuala Lumpur
Etiqa Twins 28-storey Twin Office & Freehold – 27 years 6,612.00 1994 354,000
No. 11 Office Buildings Rented out
Jalan Pinang
Kuala Lumpur
Dataran Maybank 2 Blocks of Office & Leasehold 63 years 21 years 9,918.00 2000 330,461
No. 1 20-storey and a Rented out 99 years (expiring
Jalan Maarof, Bangsar block of 22-storey 3.12.2085)
Kuala Lumpur Office Buildings
50 North Canal Road Office Building Office Leasehold 84 years 11 years 1,283.30 2007 SGD76,169
Singapore (expiring 2106)
Maybank Tower 32-storey Office Leasehold 803 years 20 years 1,135.70 1962 SGD50,518
2 Battery Road Office Building 999 years (expiring 2825)
Singapore
Menara Maybank 58-storey Head office & Freehold – 34 years 31,748.00 1978 78,875
100, Jalan Tun Perak Office Building Rented out
Kuala Lumpur
Akademi Etiqa 25-storey Office & Leasehold 43 years 26 years 1,960.47 1994 78,000
23, Jalan Melaka Office Building Rented out 99 years (expiring 2065)
Kuala Lumpur
48 North Canal Road Office Building Office Leasehold 89 years 10 years 326.20 2012 SGD17,556
Singapore (expiring 2111)
Jl. Pemuda No. 150 3-storey Branch & Freehold – 32 years 2,675.00 1990 IDR116,549,980
Semarang Office Building Regional Jawa
Tengah
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
131
Corporate Information
COMPANY SECRETARIES
WAN MARZIMIN WAN MUHAMMAD
(LS0009924)
FARIZ ABDUL AZIZ
(LS0007997)
132
NOTICE IS HEREBY GIVEN THAT the 63rd Annual General Meeting (AGM) of Malayan Banking Berhad
(Maybank/the Company) will be held virtually and broadcasted live from Menara Maybank, 100 Jalan Tun
Perak, 50050 Kuala Lumpur, Malaysia (Broadcast Venue) on Wednesday, 3 May 2023 at 10.00 a.m. to
transact the following businesses:
AS ORDINARY BUSINESSES:
1. To receive the Audited Financial Statements of the Company for the financial year ended 31 December 2022 together with the
Reports of the Directors and Auditors thereon.
2. To re-elect the following Directors, each of whom retires by rotation in accordance with Articles 104 and 105 of the Company’s
Constitution and being eligible, offers himself for re-election:
3. To approve the payment of the following fees to Non-Executive Directors for the period from the 63rd AGM to the 64th AGM of
the Company:
4. To approve the payment of benefits to eligible Non-Executive Directors of an amount up to RM3,418,150 for the period from the
63rd AGM to the 64th AGM of the Company. (Ordinary Resolution 5)
5. To re-appoint Messrs Ernst & Young PLT as Auditors of the Company for the financial year ending 31 December 2023 and to
authorise the Directors to fix their remuneration. (Ordinary Resolution 6)
AS SPECIAL BUSINESSES:
To consider, and if thought fit, to pass the following Ordinary Resolutions:
“THAT subject always to the Companies Act, 2016 (Act), the Company’s Constitution, the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad (Bursa Malaysia) and approval of the relevant government/regulatory authorities, the Directors be
and are hereby authorised pursuant to Section 75 of the Act, to allot Maybank Shares at any time and upon such terms and
conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number
of Maybank Shares to be allotted pursuant to the said allotment does not exceed ten percent (10%) of the total number of issued
shares of the Company as at the date of such allotment, and that the Directors be and are hereby authorised to obtain all necessary
approvals from relevant authorities for the allotment, listing and quotation of the additional shares so allotted on Bursa Malaysia,
and that such authority to allot Maybank Shares shall continue to be in force until the conclusion of the next AGM of the Company.” (Ordinary Resolution 7)
Human Capital Ensuring Responsible Governance Social & Relationship Capital and Natural Capital Other Information AGM Information
pg. 73-94 pg. 95-118 pg. 119-122 pg. 123-131 pg. 132-136
133
7. ALLOTMENT AND ISSUANCE OF NEW ORDINARY SHARES IN MAYBANK (MAYBANK SHARES) IN RELATION TO THE
RECURRENT AND OPTIONAL DIVIDEND REINVESTMENT PLAN THAT ALLOWS SHAREHOLDERS OF MAYBANK TO REINVEST
THEIR DIVIDEND TO WHICH THE DIVIDEND REINVESTMENT PLAN APPLIES, IN NEW MAYBANK SHARES (DIVIDEND
REINVESTMENT PLAN)
“THAT pursuant to the Dividend Reinvestment Plan as approved by the shareholders at the Extraordinary General Meeting held on
14 May 2010, approval be and is hereby given to the Company to allot and issue such number of new Maybank Shares under the
Dividend Reinvestment Plan upon such terms and conditions and to such persons as the Directors may in their absolute discretion,
deem fit and in the interest of the Company PROVIDED THAT the issue price of the said new Maybank Shares shall be fixed by
the Directors at not more than ten percent (10%) discount to the adjusted five (5)-day volume weighted average market price
(VWAMP) of Maybank Shares immediately prior to the price-fixing date, of which the VWAMP shall be adjusted ex-dividend before
applying the aforementioned discount in fixing the issue price, and that such authority to allot and issue Maybank Shares shall
continue to be in force until the conclusion of the next AGM of the Company;
AND THAT the Directors and the Secretaries of the Company be and are hereby authorised to do all such acts and enter into all
such transactions, arrangements and documents as may be necessary or expedient in order to give full effect to the Dividend
Reinvestment Plan with full power to assent to any conditions, modifications, variations and/or amendments (if any) as may be
imposed or agreed to by any relevant authorities, or consequent upon the implementation of said conditions, modifications, variations
and/or amendments, or at the discretion of the Directors in the best interest of the Company.” (Ordinary Resolution 8)
8. To transact any other business of the Company for which due notice shall have been received in accordance with the Companies
Act, 2016 and the Company’s Constitution.
Kuala Lumpur
4 April 2023
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
134
Notes:
1. The 63rd AGM will be conducted virtually through live streaming and online 11. Explanatory notes on Ordinary Businesses:
remote voting via Remote Participation and Voting (RPV) facilities to be
(i) Audited Financial Statements for the financial year ended 31 December
provided by the appointed share registrar for this AGM, Boardroom Share
2022
Registrars Sdn Bhd (Boardroom) via https://meeting.boardroomlimited.my.
Please follow the procedures provided in the Administrative Notes for the The Audited Financial Statements are laid for discussion only in accordance
AGM in order to register, participate and vote remotely via the RPV facilities. with Section 340(1)(a) of the Companies Act, 2016 and do not require
shareholders’ approval. Hence, the same will not be put forward for
2. The Broadcast Venue is strictly for the purpose of complying with Section
voting.
327(2) of the Companies Act, 2016 and Article 67(4)(a) of the Company’s
Constitution which require the Chairperson of the meeting to be present at (ii) Ordinary Resolutions 1, 2 and 3 – Re-election of Directors
the main venue of the meeting. Members/proxies will not be allowed to be
The Nomination and Remuneration Committee (NRC) has considered the
physically present at the Broadcast Venue.
performance and contribution of each of the retiring Directors and has
3. A member entitled to participate and vote at this AGM is entitled to appoint also assessed their independence and ability to act in the best interest
proxy(ies) to participate and vote in his/her stead. A proxy may but need not of the Company.
be a member of the Company and there shall be no restriction as to the
Based on the results of the Board Effectiveness Evaluation conducted for
qualification of a proxy.
the financial year ended 31 December 2022, the performance of each
4. (i) A member who is an authorised nominee as defined under the Securities of the retiring Directors was found to be satisfactory.
Industry (Central Depositories) Act, 1991 (Authorised Nominee) may
Pursuant to the annual Fit and Proper (FAP) assessment conducted in
appoint at least one proxy but not more than two (2) proxies in respect
2023, each retiring Director has met the following fit and proper criteria
of each securities account it holds with ordinary shares of the Company
prescribed in the FAP Policy issued by Bank Negara Malaysia (BNM) and
(Maybank Shares) standing to the credit of the said securities account
the Maybank FAP Policy:
to participate and vote at this AGM.
(a) Probity, personal integrity and reputation;
(ii) Notwithstanding the above, for an exempt Authorised Nominee which
holds Maybank Shares for multiple beneficial owners in one securities (b) Competency and capability; and
account (Omnibus Account), there is no limit to the number of proxies
(c) Financial integrity.
which the exempt Authorised Nominee may appoint in respect of each
Omnibus Account. The retiring INEDs have also fulfilled the independence criteria set out
in the BNM Corporate Governance Policy, the Main Market Listing
5. Where a member appoints more than one proxy, the appointments shall be
Requirements of Bursa Malaysia Securities Berhad and Maybank Policy
invalid unless he/she specifies the proportions of his/her shareholding to be
on Directors Independence.
represented by each proxy.
The Board has endorsed the NRC’s recommendation to seek shareholders’
6. The instrument appointing a proxy shall be in writing under the hand of the
approval for the re-election of the retiring Directors. The retiring Directors
appointer or his/her attorney duly authorised in writing, or if the appointer
had abstained from deliberations and decisions on their re-election at
is a corporation, under its common seal or in some other manner approved
the NRC and Board meetings.
by its directors.
The details and profiles of the Directors who are standing for re-election
7. For an instrument appointing a proxy executed outside Malaysia, the signature
at the 63rd AGM are provided in the Board of Directors section on pages
must be attested by a solicitor, Notary Public, Consul or Magistrate.
78 to 83 of Maybank’s Integrated Annual Report 2022.
8. The duly completed instrument appointing a proxy must be deposited at the
(iii) Ordinary Resolution 4 – Payment of Non-Executive Directors’ Fees
office of Boardroom at 11th Floor, Menara Symphony, No. 5 Jalan Prof. Khoo
Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia. The The proposed fees to be paid to Non-Executive Directors from this AGM
instrument appointing a proxy may also be submitted to Boardroom electronically to the next AGM of the Company is based on the following fee structure
via “Boardroom Smart Investor Portal” at https://investor.boardroomlimited.com. which has not changed since it was first approved by the shareholders
Please follow the procedures provided in the Administrative Notes for the at previous AGMs:
AGM if members wish to submit the instrument appointing a proxy electronically.
Annual Fee Shareholders’
All instruments appointing a proxy must be deposited with Boardroom no
(RM) Approval
later than Tuesday, 2 May 2023 at 10.00 a.m.
Board
Approved at the
9. For the purpose of determining a member who shall be entitled to participate – Chairman 610,000
55th AGM held on
at the AGM in accordance with Article 59(1) of the Company’s Constitution – Vice-Chairman 440,000
7 April 2015
and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991, – Member 295,000
the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to issue Board Committee Approved at the
a General Meeting Record of Depositors as at 25 April 2023. Only a member – Chairman 75,000 58th AGM held on
whose name appears on the Record of Depositors as at 25 April 2023 shall – Member 45,000 12 April 2018
be eligible to participate at the AGM or appoint proxy(ies) to participate and
vote on his/her behalf.
135
(iv) Ordinary Resolution 5 – Benefits Payable to Non-Executive Directors Being satisfied with the performance, technical competency, audit approach
as well as audit independence of Messrs Ernst & Young PLT, the ACB
The benefits payable to Non-Executive Directors (NEDs) comprise
has recommended the appointment of Messrs Ernst & Young PLT as
allowances, benefits-in-kind and other emoluments payable to them,
external auditors of the Company for the financial year ending
details of which are as follows:
31 December 2023 (FY2023).
(a) Meeting Allowance
The Board had, at its meeting held on 30 November 2022, endorsed the
• Board Meetings – RM4,000 per meeting ACB’s recommendation for shareholders’ approval to be sought at the
• Board Committee Meetings – RM4,000 per meeting 63rd AGM on the appointment of Messrs Ernst & Young PLT as external
(b) Duty Allowance auditors of the Company for FY2023.
• Chairman of the Board – RM40,000 per month The Board is also seeking shareholders’ approval to authorise the Directors
to fix the remuneration of the external auditors for FY2023.
(c) Company Car and Driver
• Chairman of the Board 12. Explanatory notes on Special Businesses:
• Vice-Chairman of the Board
(based on maximum taxable rate) (i) Ordinary Resolution 7 – Authority to Directors to Allot Shares
(d) Other Benefits The proposed Ordinary Resolution 7 is a general mandate to be obtained
from the shareholders of the Company at this AGM and if passed, will
• Includes benefits that are claimable or otherwise such as monthly
empower the Directors pursuant to Section 75 of the Companies Act, 2016
subscription of golf club membership and other facilities made
(Act) to allot Maybank Shares of up to an aggregate amount not exceeding
available by the Company to eligible NEDs.
ten percent (10%) of the issued share capital of the Company as at the
The proposed amount of up to RM3,418,150 to be paid as benefits to date of such allotment of shares, without having to convene a general
eligible Non-Executive Directors from this AGM to the next AGM of the meeting. This general mandate, unless revoked or varied at a general
Company is the same as the amount approved by the shareholders at meeting, will expire at the conclusion of the next AGM of the Company.
the last AGM held on 14 April 2022.
The general mandate, if granted, will provide the Company the flexibility
(v) Ordinary Resolution 6 – Re-appointment of Auditors and Audit Fees to undertake any share issuance without having to convene a general
meeting and thereby reducing administrative time and costs associated
The Audit Committee of the Board (ACB) had, at its meeting held on 28
with the convening of additional general meeting(s). The general mandate
October 2022, conducted an annual review of the suitability and independence
is to allow for possible share issue and/or fund raising exercises including
of the external auditors, Messrs Ernst & Young PLT pursuant to Maybank
placement of shares for the purpose of funding current and/or future
Group’s Framework on Appointment of External Auditors for Statutory
investment projects, working capital and/or acquisitions as well as in the
Audit and Non-Audit Services. In its assessment, the ACB considered several
event of any strategic opportunities involving equity deals which may
factors which include the following:
require the Company to allot and issue new Maybank Shares on an urgent
(a) Level of knowledge, capabilities, experience of the professional staff basis. In any event, the exercise of the mandate is only to be undertaken
assigned to the audit and quality of previous work undertaken by if the Board considers it to be in the best interest of the Company.
the firm;
The Company has not issued any new Maybank Shares under the general
(b) Quality of performance and level of engagement with the ACB; mandate for allotment of shares pursuant to Section 75 of the Act which
was approved at the 62nd AGM held on 14 April 2022 and will lapse at
(c) Ability to provide constructive observations, implications and
the conclusion of this AGM.
recommendations in areas requiring improvements;
(ii) Ordinary Resolution 8 – Allotment of Shares in relation to Dividend
(d) Appropriateness of audit approach and the effectiveness of audit
Reinvestment Plan
planning;
This proposed Ordinary Resolution 8 if passed, will give authority to the
(e) Ability to perform audit work within agreed timeframe;
Directors to allot and issue Maybank Shares pursuant to the Dividend
(f) Independence and objectivity of the external auditors when interpreting Reinvestment Plan in respect of dividends declared after this AGM, and
standards/policies adopted by the Company and the level of non- such authority shall expire at the conclusion of the next AGM of the
audit services rendered by the external auditors; and Company.
(g) The external auditors’ governance and leadership structure as well
as measures undertaken by the external auditors to uphold audit
quality and manage risks, as set out in the Annual Transparency
Report.
MAYBANK Overview Our Strategy To Create Value Financial Capital Intellectual Capital
INTEGRATED ANNUAL REPORT 2022 pg. 6-19 pg. 20-43 pg. 44-68 pg. 69-72
136
Statement Accompanying
Notice of the 63rd Annual General Meeting
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad)
– –
* Applicable to shares held through a nominee account
of
(full address)
of
(full address)
NRIC/Passport No.: of
(full address)
or failing him/her, the Chairman of the meeting, as my/our proxy(ies) to vote for me/us on my/our behalf at the 63rd Annual General Meeting (AGM) of Malayan Banking
Berhad to be held virtually and broadcasted live from Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur, Malaysia on Wednesday, 3 May 2023 at 10.00 a.m.
and any adjournment thereof, on the following resolutions as set out in the Notice of the 63rd AGM:
Ordinary Resolutions:
3. To re-elect Dato’ Zulkiflee Abbas Abdul Hamid as Director of the Company Ordinary Resolution 3
4. To approve the payment of Non-Executive Directors’ fees from the 63 AGM to the 64 AGM of the
rd th
Ordinary Resolution 4
Company
5. To approve the payment of benefits to the Non-Executive Directors from the 63rd AGM to the 64th AGM Ordinary Resolution 5
of the Company
6. To re-appoint Messrs Ernst & Young PLT as Auditors of the Company for the financial year ending Ordinary Resolution 6
31 December 2023 and to authorise the Directors to fix their remuneration
7. Authority to Directors to issue new ordinary shares in Maybank pursuant to Section 75 of the Companies Ordinary Resolution 7
Act, 2016
8. Allotment and issuance of new ordinary shares in Maybank in relation to the Recurrent and Optional Ordinary Resolution 8
Dividend Reinvestment Plan
My/Our proxy(ies) is to vote on the resolutions as indicated by an “X” above. If no indication is given, my/our proxy(ies) shall vote or abstain as he/she thinks fit.
Proxy 1
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AFFIX STAMP
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