AMMB Corporate Governance Report 2023

913
CORPORATE GOVERNANCE REPORT
STOCK CODE : 1013

COMPANY NAME : AMMB HOLDINGS BERHAD
FINANCIAL YEAR : March 31, 2023
OUTLINE:
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT

CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)
of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.
1
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.1
The board should set the company’s strategic aims, ensure that the necessary resources are
in place for the company to meet its objectives and review management performance. The
board should set the company’s values and standards, and ensure that its obligations to its
shareholders and other stakeholders are understood and met.
Application : Applied
Explanation : (1) The Board of Directors (the Board) of AMMB Holdings Berhad (AMMB or the
on Company) is committed to high standards of corporate governance and strives
application to ensure that it is practised throughout AMMB and its subsidiaries (the
of the Group).
practice
The Board would meet on a biannual basis to set and review the Group’s
strategic direction and management performance. The initiatives and
resources are also considered in setting the Group’s strategic direction and
targets.
(2) The Group’s core values – p2ace
Principled Integrity and professionalism remain the thrust of all we

do, and we take accountabilities for all our actions.
Proactive We approach every challenge positively, initiate change
responsibly and always anticipates the needs of all our
colleagues, customers and our community.
Appreciative We value and recognise everyone’s role and contribution,
and always provide support to our customers and
colleagues.
Collaborative We collaborate in everything we do. We are part of an
organisation that fosters teamwork and open
communication.
Experimental We strive to seek new and relevant ways of growing
ourselves, our customers, our business and our
community in a sustainable manner.
These core values form the basis of the right work ethics, conduct and
behaviour which all employees must adopt in order for the Group to achieve
its Vision and Mission. The Board further ensures that these values are
propagated and operationalised through the establishment of various internal
policies, the details of which are further described in the explanation to the
application of Practice 3.1 in this report.
2
The duties, powers and functions of the Board are governed by the
Constitution of the Company, the Companies Act 2016, Main Market Listing
Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities),
Bank Negara Malaysia (BNM) and other regulatory guidelines and
requirements that are in force.
The Board is also guided by the Board Charter, which sets out the principles
and guidelines to be applied by the Board, whilst the Board committees are
guided by its respective Terms of Reference (ToR). The Board Charter and the
ToR of the Audit and Examination Committee and the Group Nomination and
Remuneration Committee can be found on the Company’s corporate website
at ambankgroup.com.
The Board is entrusted with the responsibility to promote the success of the
Group by directing and supervising the Group’s affairs. To discharge the
Board's stewardship responsibilities, the Board has assumed the following
principal roles and responsibilities: -
• To review, approve and monitor the strategic business plans, goals and
key policies proposed by Management to ensure sustainability and
optimisation of long-term returns;
• To ensure that appropriate policies are in place, adopted effectively and

are reviewed periodically;
• To review and approve financial statements; and
• To ensure that there is an appropriate succession plan for members of the

Board and the senior management team.
(3) The Board is collectively responsible in promoting the success of the Group in
building a sustainable business, which takes cognisant the interest of
customers, shareholders and stakeholders whilst achieving returns for the
shareholders.
The Group’s sustainability strategies are disclosed in the Sustainability Report

2023 which provides more insightful view of the Group’s sustainability
practices and performance in addressing sustainability risks and
opportunities.
(4) The Board is supported by the following Board Committees during financial
year ended 31 March 2023 (FY2023) :-
3
Notes :
AEC – Audit and Examination Committee
RMC – Risk Management Committee
GNRC – Group Nomination and Remuneration Committee
GITC – Group Information Technology Committee
A summary of the key activities of the Board and Board Committees during FY2023
is disclosed in the Corporate Governance Overview Statement (CGOS) of the
Integrated Annual Report 2023 of the Company (IAR2023).
Explanation :
for
departure
Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :
Timeframe :
4
Intended Outcome
Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance practices,
leadership and effectiveness of the board is appointed.
Explanation on : The Chairman of the Board plays an important leadership role within
application of the the Company. His roles and responsibilities are detailed in the Board
practice Charter, which is summarised as follows :-
• Settings value and standards
• Ensures appropriate procedures in place to govern the

Board’s operation
• Maintains relationship of trust between Executive, Non-

Executive and Management
• Ensures decisions taken on a sound and well-informed basis

with sufficient time allocation
• Sets Board agenda and ensures accurate, timely and clear

information to Directors
• Encourages healthy discussion and dissenting views can be

freely expressed
• Leading efforts to address the Board’s development needs
The Chairman leads the Board by setting the tone at the top and
managing the Board’s effectiveness.
Explanation for :
departure
Measure :
Timeframe :
5
Intended Outcome
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Explanation on : (1) The positions of Chairman and Group Chief Executive Officer (CEO)
application of the are held by different individuals who are not related to each other.
practice The separation of duties of the Chairman and the Group CEO are
clearly defined in the Board Charter.
Chairman of the Board : Tan Sri Md Nor bin Md Yusof
Group CEO : Dato’ Sulaiman bin Mohd Tahir
(2) The Chairman is a Non-Executive Director, which is in line with

Paragraph 11.3 of BNM Policy Document on Corporate Governance.
(3) The Group CEO is not a member of the Board.
(4) The Board delegates the authority and responsibility for managing
the everyday affairs of the Group to the Group CEO, and through
him, subject to his oversight, to other senior management. The
roles and responsibilities of the Group CEO, among others, are as
follows:-
• Conduit between the Board and Management in ensuring the

success of the Group’s governance and management functions
• Implementation of policies, strategies and decisions adopted

by the Board
• Manage the day-to-day operations of the Group’s business
The Group CEO is supported by the CEOs of its banking entities (i.e.
AmInvestment Bank Berhad and AmBank Islamic Berhad) and
insurance entities (i.e. AmMetLife Insurance Berhad and AmMetLife
Takaful Berhad) as well as the Managing Directors of the business
units (i.e. Retail Banking, Business Banking and Wholesale Banking).
He is also supported by other support function Chief Officers and
Group Company Secretary in handling their respective field of job.
(5) The Board monitors the performance of the Group CEO on behalf of
the shareholders. Profiles of the Group CEO, CEOs of the
subsidiaries, Managing Directors of business units and other
support function Chief Officers are disclosed from pages 108 to 116
of the IAR2023.
6
Explanation for :
departure
Measure :
Timeframe :
7
Intended Outcome
Practice 1.4
The Chairman of the board should not be a member of the Audit Committee, Nomination
Committee or Remuneration Committee
Note: If the board Chairman is not a member of any of these specified committees, but the board
allows the Chairman to participate in any or all these committees’ meetings, by way of invitation,
then the status of this practice should be a ‘Departure’.
Explanation on : (1) The positions of the Chairman of the Board and the Chairperson of
application of the the Board Committees are held by different individuals, which is also
practice in line with Paragraph 12.4 of BNM Policy Document on Corporate
Governance.
Chairman of the Board : Tan Sri Md Nor bin Md Yusof
Chairman of the AEC : Seow Yoo Lin
Chairperson of the RMC : Dato’ Kong Sooi Lin
Chairperson of the GNRC : Farina binti Farikhullah Khan
Chairman of the GITC : Hong Kean Yong
(2) The Chairman of the Board is not a member of any Board

Committees.
Explanation for :
departure
Measure :
Timeframe :
8
Intended Outcome
Practice 1.5
The board is supported by a suitably qualified and competent Company Secretary to provide
sound governance advice, ensure adherence to rules and procedures, and advocate adoption
of corporate governance best practices.
Explanation on : (1) The Board is supported by Koid Phaik Gunn (Ms Koid), a Chartered
application of the Secretary (MAICSA 7007433/ SSM Practicing Certificate No.
practice 202008003140) and Fellow member of the Malaysian Institute of
Chartered Secretaries and Administrators (MAICSA). She also holds
a Bachelor of Law (Honours) degree from University of London,
United Kingdom. Her profile is disclosed on page 107 of the
IAR2023.
(2) Ms Koid heads the Group Company Secretarial department, and she
is supported by a team of qualified and competent company
secretaries, all of whom are Associate members of MAICSA.
(3) The role of Ms Koid as the Group Company Secretary is defined in

the Board Charter. Her role and responsibilities, among others, are
as follows:-
• Ensures compliance with MMLR of Bursa Securities, BNM and

other regulatory requirements
• Guides and advises the Directors on areas of corporate

governance, relevant legislations, regulations and policies as
well as their roles and responsibilities
• Attends and records all minutes of the Board and Board

Committees’ meetings, including general meetings
• Responsible for the accuracy and adequacy of records of the

proceedings of the Board and Board Committees’ meetings as
well as circular resolutions
• Advises Directors and senior management of their duties and

responsibilities and obligations to disclose their interests in
securities, prohibition on dealing of securities during closed
period, restriction on disclosure of price sensitive information
and disclosure of any conflict of interest
• Briefs the Board on the content and timing of sensitive / material

announcements to Bursa Securities
9
• Advises the Board on corporate disclosures and compliance with
the relevant changes to the laws, rules and regulations.
(4) Board Induction programme is facilitated by the Group Company

Secretarial department together with the Group Learning &
Development unit (L&D).
On-going internal and/or external trainings are organised to ensure

Directors are kept abreast with industry trends and more in-depth
knowledge of current areas of interest, such as cyber security and
climate related issues. The list of trainings organised for the Board
is disclosed under Section B of this Report.
(5) Ms Koid keeps herself abreast of the evolving regulatory changes

and development in corporate governance by attending relevant
conferences and training programmes.
Trainings attended by Ms Koid during FY2023, aside from internal e-

trainings, were as follows :-
Date Course Title

5/7/2022 Sustainability Awareness Program
5/1/2023 Corporate Directors Training Program
12/1/2023 Companies Act 2016, Dealing with Common Issues
7/3/2023 Keeping the Board Out of Trouble
Explanation for :
departure
Measure :
Timeframe :
10
Intended Outcome
Practice 1.6
Directors receive meeting materials, which are complete and accurate within a reasonable
period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a
timely manner.
Explanation on : (1) The schedule of meetings (including Board and Board Committees
application of the meetings, meetings for strategy and Annual General Meeting) for
practice the following year is tabled to the Board and Board Committees in
the last quarter of the calendar year.
(2) All meeting materials for the Board and Board Committees are
disseminated digitally through a collaborative software platform.
Notices and meeting materials are circulated to the members of the

Board and Board Committees no later than seven (7) calendar days
preceding each meeting to allow Directors to have sufficient time to
review and peruse the meeting materials from Management for
effective deliberation and informed decision-making.
(3) Deliberation and decisions of the Board and Board Committees are
properly documented / recorded in the minutes, including matters
where Director(s) abstained from deliberation and voting due to
conflict of interest, and dissenting views and decisions.
Minutes are confirmed as correct record of the proceedings at the

next meeting of the Board and Board Committees.
(4) Decisions, recommendations and requests from the Board for

appropriate follow up actions will be communicated by the
Company Secretary to Management. These action items would
remain as matters arising in the minutes until they are resolved.
Explanation for :
departure
Measure :
Timeframe :
11
Intended Outcome
There is demarcation of responsibilities between the board, board committees and
management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
The board has a board charter which is periodically reviewed and published on the company’s
website. The board charter clearly identifies–
▪ the respective roles and responsibilities of the board, board committees, individual
directors and management; and
▪ issues and decisions reserved for the board.
Explanation : (1) The Board Charter serves as a primary reference for prospective and
on application existing Board members of their fiduciary duties as Directors.
of the practice
The Board Charter is reviewed periodically to ensure its relevance with the
latest statutory and regulatory requirements, as well as the Group’s
operational and business direction.
The Board Charter is available on the Company’s corporate website at

ambankgroup.com.
BOARD CHARTER
BOARD
CHARTER
(2) The roles and responsibilities of the Board, Chairman, Group CEO and
Group Company Secretary are set out in the Board Charter.
The role of Senior Independent Director and Board Committees are as

follows:-
Role of Senior Independent Director
• A sounding board for the Chairman

• An intermediary for other Directors
•
Role Point
of of contact
Board for shareholders and other stakeholders
Committees
.
12
The roles and responsibilities of each Board Committee are disclosed under
Section B of this Report as well as in the CGOS of the IAR2023. Details of
the roles and responsibilities of the Board Committees are also disclosed
in the Board Charter and further defined in its respective ToR.
(3) The Company has a formal Scheduled of Matters Reserved for the Board
which sets out decision-making powers reserved for the Board on the
following areas:-
Corporate Matters Strategy and Budget

Governance and Policy Compliance and Assurance
Credit and Products Accounting and Finance
Information Technology and Board Membership and Other
Projects Appointments
Remuneration Litigation and Arbitration
All Other Matters as Deemed Necessary by the Board
Explanation :
for departure
Measure :
Timeframe :
13
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.1
The board establishes a Code of Conduct and Ethics for the company, and together with
management implements its policies and procedures, which include managing conflicts of
interest, preventing the abuse of power, corruption, insider trading and money laundering.
The Code of Conduct and Ethics is published on the company’s website.
Explanation on : (1) The Code of Conduct (CoC) defines and sets out the foundation of
application of the ethical behaviour and drives the philosophy of “Doing the right thing”
practice for the Group and stakeholders. The implementation of the CoC in
business practices at all levels ensures the Group operates with the
highest level of professionalism and integrity. This is the building
block to ensure business sustainability.
The Code of Ethics (CoE) forms part of the CoC.
Professional and ethical conduct is the responsibility of every Director

and employee of the Group. Leaders of the Group have an added
responsibility to inspire others within the Group to follow the CoC and
to conduct business according to the highest standards of ethics and
professional behaviour. The Chairman of the Board continuously
stress to the Board and senior management the importance of “tone
at the top” and living the attributes of the CoC in day-to-day business
conduct.
The CoC is summarised as follows :-
14
(2) The CoE is based on six (6) principles i.e. C.R.E.A.T.E.
The CoE provides the framework for decision-making and guides

business conduct. It also includes guidance on disclosure of conflict of
interests, maintaining confidentiality and disclosure of information,
good practices, internal controls and the duty to report any breach of
the CoE. High expectations of work ethics are embodied in the
Group’s core values of principled, proactive, appreciative,
collaborative and experimental.
(3) Both the CoC and CoE have been cascaded to all Directors and
employees of the Group through various methods and medium, i.e.
eLearning modules and physical workshops conducted by
Management to their respective team to ensure full understanding of
the CoC and CoE as well as proper embedding into the work culture
across all businesses within the Group.
The CoC and CoE are also available at Connected, the Group’s intranet
for easy referencing as well as on the Company’s corporate website
at ambankgroup.com.
(4) Other than the CoC and CoE, the Company has put in place the
following policies and guidelines to assist and guide the Board,
Management, employees and its stakeholders on good and ethical
business practice and conduct :-
• No Gift Policy • Group Procurement Policy
• Related Party • Trading in AmBank Shares
Transaction Policy Policy
• Supplier Code of • Anti-Bribery and Corrupt
Conduct Practices Policy
Explanation for :
departure
15
Measure :
Timeframe :
16
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.2
The board establishes, reviews and together with management implements policies and
procedures on whistleblowing.
Explanation on : (1) The Whistleblower Protection Policy (WPP) provides the

application of the framework, guidance and channel for all employees and external
practice parties to disclose any improper conduct committed by those in
authority, while ensuring protection of their identities. WPP sets
the standards for acting on the reports received, protection of the
whistleblower, conduct of investigations and escalation. The WPP
serves to promote high standards of ethical conduct and ensures
protection to the whistleblower encouraging communication
without fear of retaliation or discrimination.
The WPP is to be read in conjunction with the Whistleblower

Protection Act 2010, Section 17A of the Malaysia Anti-Corruption
Commission Act 2009, and all related internal policies and
guidelines including but not limited to the CoC and the
Whistleblower Protection Guidelines of the Group.
The WPP is reviewed biennially and was last reviewed and

approved by the Board on 6 December 2021. The WPP is publicly
available on the Company’s website at ambankgroup.com.
(2) The WPP is premised on ten (10) principles, which are :-

Principle 1 : Whistleblowing shall be managed in a transparent
manner by creating awareness on the protection,
confidentiality and enforceability
Principle 2 : Whistleblower should be protected for reporting any
actual or suspected improper conduct upon
demonstrating sufficient basis for whistleblowing
Principle 3 : Confidential information relating to whistleblowing
should be safeguarded
Principle 4 : Whistleblower including his/her spouse and related
persons who are employees of the Group, shall be
protected from detrimental action
Principle 5 : Remedial actions should be taken on complaint of
detrimental actions against the Whistleblower
Principle 6 : Ombudsperson is to be appointed as the official channel
for reporting of concern
Principle 7 : Whistleblower should provide sufficient and accurate
information on best effort basis
17
Principle 8 : Reported improper conduct shall be investigated by
appointed party and deliberated at an appropriate
Committee for decision making
Principle 9 : Appropriate communication and record maintenance
shall be in place
Principle 10 : Violation of Policy may be subjected to disciplinary action
(3) The procedures to whistleblow are as follows :-
Dedicated Ombudspersons, email address and postal address

for reporting suspected incidents of misconduct and
wrongdoing
Internal investigations and where applicable external expert
and forensic investigators to analyse reports
Recommendations on corrective action
Appropriate communications, reporting and record
maintenance.
(4) The Board’s Ombudsperson is an Independent Non-Executive

Director of the Company, who is also the AEC Chairman of the
Company.
(5) The roles and responsibilities of the AEC, under the WPP are as
follows :-
Reviews and determines appropriate decision and/or actions

for the reported concerns.
Ensures reasonably sufficient protections and processes for
managing whistle blowing.
Ensures Ombudspersons and Investigator have performed their
due diligence in carrying out their responsibilities e.g. prima
facie has been conducted appropriately by the Ombudspersons
and Investigator has carried out a thorough investigation.
Explanation for :
departure
Measure :
Timeframe :
18
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic
manner to support its long-term strategy and success.
Practice 4.1
The board together with management takes responsibility for the governance of sustainability
in the company including setting the company’s sustainability strategies, priorities and targets.
The board takes into account sustainability considerations when exercising its duties including
among others the development and implementation of company strategies, business plans,
major plans of action and risk management.
Strategic management of material sustainability matters should be driven by senior

management.
Explanation on : The Board has the overall accountability and responsibility for the
application of the Group’s sustainability agenda and embeds sustainability in the
practice formulation of group-wide strategy, including oversight and decision
making. The Board is also responsible to consider the strategy to build
capacity in relation to sustainability.
Through the Group’s governance structure, clear functions have been

established, with specific roles and responsibilities to address our
sustainability risks and opportunities.
Based on the Directors’ profile, one of the Board members have

sustainability-related experience.
Sustainability is not just an extension of the Group’s business activities

and portfolio, it is an essential component of the Group’s Focus 8
Strategy (FY2021-FY2024), which specifies “Integrating Environmental,
Social and Governance (ESG) Considerations into Our Business” as a key
focus area.
In FY2023, the Board had approved the Group’s Sustainability Report.

In addition, on a periodic basis, the Board was updated on the Group’s
sustainability agenda and progress.
Pursuant to BNM Policy Document on Climate Risk Management and

Scenario Analysis, the governance structure would be reviewed for
purposes of implementing the Group's sustainability strategy, as well as
for climate-related risks and opportunities. It would also detail out the
responsibilities of the various departments, committees or teams
involved in achieving our sustainability aspirations.
Explanation for :
departure
19
Measure :
Timeframe :
20
Intended Outcome
Practice 4.2
The board ensures that the company’s sustainability strategies, priorities and targets as well
as performance against these targets are communicated to its internal and external
stakeholders.
Explanation on : The Group communicates its sustainability strategies, priorities and

application of the targets as well as performance against these targets to internal and
practice external stakeholders as follows:
Internal Stakeholders
• The scorecards of the Group CEO and all C-Suites include

sustainability-related key performance indicators (KPIs). These
sustainability-related KPIs are tracked by the Group Sustainability
Council. The achievement of these KPIs directly contributes to the
remuneration of the respective senior management. Selected
sustainability-related KPIs are also cascaded down to the other
levels of management.
• Periodic sustainability updates on the Group Sustainability

agenda, initiatives and progress are provided to Group
Management and Board Committees as well as the Board.
• Staff are also updated on the sustainability initiatives and progress

through periodic e-blasts and/or sustainability microsite.
External Stakeholders
• Sustainability Report which discloses the Group’s sustainability

strategies, practices and performance in addressing sustainability
risks and opportunities.
• Sustainability Microsite on the Company’s corporate website

which discloses the Group’s sustainability framework, key
achievements, recognition and initiatives.
• The Group’s events (eg. Sustainability Talk Series with

International Islamic University Malaysia (IIUM) students,
Sustainability for small and medium enterprises (SMEs) and
Collaboration with Capital Markets Malaysia, etc).
21
• Investor briefing.
• Press releases as and when there are any significant sustainability-

related developments and events.
Explanation for :
departure
Measure :
Timeframe :
22
Intended Outcome
Practice 4.3
The board takes appropriate action to ensure they stay abreast with and understand the
sustainability issues relevant to the company and its business, including climate-related risks
and opportunities.
Explanation on : (1) In FY2023, the Board had attended various training programmes,
application of the which included topics on :-
practice
• Sustainability Awareness
• Emerging Trends, Threats and Risk to the Financial Services
Industry
• Strengthening Governance to accelerate ESG journey
• Enhanced Sustainability Reporting Framework with Climate
Change Reporting
• Global Baseline of Sustainability Disclosure Standards
• Cyber Security
• Climate Risk Management
(2) The Board is regularly updated by senior management on the

latest key regulatory sustainability requirement (i.e. BNM Policy
Document on Climate Risk Management and Scenario Analysis).
Explanation for :
departure
Measure :
Timeframe :
23
Intended Outcome
Practice 4.4
Performance evaluations of the board and senior management include a review of the
performance of the board and senior management in addressing the company’s material
sustainability risks and opportunities.
Explanation on : At the Board level

application of the
practice The Board is the highest governance body to oversee the Group’s
sustainability strategy, material ESG risks and opportunities. The Board
sets the strategic directions of the Group’s sustainability agenda and
reviews periodically the progress of its sustainability agenda.
The Board Effectiveness Evaluation exercise (BEE) for FY2023 included

assessment on how the Board oversees the development and
implementation of sustainability strategies in the organisation, and
ensuring ESG aspects are appropriately balanced with interests of
various stakeholders.
The results of the BEE FY2023 indicated that the Board would benefit
from continuous capacity building and greater strategic focus on the
ESG agenda.
At Senior Management level
Performance evaluation of senior management is determined through

a balanced scorecard.
Since FY2021, the Group embeds sustainability-related KPIs into the

scorecards of all C-Suites, including the Group CEO. Key sustainability-
related KPIs include measurements pertaining to customer satisfaction
score, targets of loan/ financing disbursements with Low ESG risk grade,
launch of new ESG funds, loans/ financing to SMEs, energy saving
targets, supporting local suppliers, community related projects,
employee well-being, data security and digital transformation, and
compliance.
Progress of these KPIs is monitored by the Group Sustainability Council.
Explanation for :
departure
24
Measure :
Timeframe :
25
Intended Outcome
Practice 4.5- Step Up

The board identifies a designated person within management, to provide dedicated focus to
manage sustainability strategically, including the integration of sustainability considerations in
the operations of the company.
Note: The explanation on adoption of this practice should include a brief description of the
responsibilities of the designated person and actions or measures undertaken pursuant to the role in
the financial year.
Application : Adopted
Explanation on : The Board has designated Datin Zameema Banu binti Mohamad Ariff,
adoption of the the Head of Group Sustainability Department, to manage the Group’s
practice sustainability governance and embed sustainability considerations in its
business operations.
Eqhwan Mokhzanee bin Muhammad, the CEO of AmBank Islamic

Berhad, being the Group Sustainability Champion, is responsible to
oversee the Group Sustainability Department.
26
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.
Practice 5.1
The Nomination Committee should ensure that the composition of the board is refreshed
periodically. The tenure of each director should be reviewed by the Nomination Committee
and annual re-election of a director should be contingent on satisfactory evaluation of the
director’s performance and contribution to the board.
Explanation on : (1) One-third or more of the Directors for the time being or, if the
application of the number is not three (3) or a multiple of three (3), then the number
practice nearest to one-third will retire from the office and eligible for re-
election at every annual general meeting as stipulated in Clause 94
of the Company’s Constitution.
(2) Hong Kean Yong, Dato’ Kong Sooi Lin, Tan Sri Md Nor bin Md Yusof
and Felicity Ann Youl who were subject to re-election were re-
appointed to the Board at the 31st Annual General Meeting (AGM).
(3) Directors are also subject to re-appointment upon the expiry of

their tenure as approved by BNM. Soo Kim Wai, Seow Yoo Lin,
Hong Kean Yong and Dato’ Kong Sooi Lin were re-appointed during
FY2023.
Explanation for :
departure
Measure :
Timeframe :
27
Intended Outcome
Practice 5.2
At least half of the board comprises independent directors. For Large Companies, the board
comprises a majority independent directors.
Explanation on : During the period under review, the Board consist of seven (7)
application of the Independent Non-Executive Directors out of the nine (9) Board members.
practice
Explanation for :
departure
Measure :
Timeframe :
28
Intended Outcome
Practice 5.3
The tenure of an independent director does not exceed a cumulative term limit of nine years.
Upon completion of the nine years, an independent director may continue to serve on the
board as a non-independent director.
If the board intends to retain an independent director beyond nine years, it should provide
justification and seek annual shareholders’ approval through a two-tier voting process.
Application : Not applicable - Step Up 5.4 adopted
Explanation on :
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
29
Intended Outcome
Practice 5.4 - Step Up

The board has a policy which limits the tenure of its independent directors to nine years without
further extension.
Note: To qualify for adoption of this Step Up practice, a listed issuer must have a formal policy which
limits the tenure of an independent director to nine years without further extension i.e. shareholders’
approval to retain the director as an independent director beyond nine years.
Explanation on : (1) The Non-Executive Director Nomination and Remuneration Policy

adoption of the states that the tenure of an Independent Non-Executive Director
practice shall not exceed a cumulative term of nine (9) years, except under
exceptional circumstances or as part of transitional arrangements
towards full implementation of the succession plans of the Group.
This is in line with Paragraph 11.9 of BNM Policy Documents on
Corporate Governance.
All seven (7) Independent Non-Executive Directors of the Company

have not served more than nine (9) years.
Tenure of Service Number of Independent

Non-Executive Directors
Less than 3 years 2
3 - 6 years 3
> 6 - < 9 years 2
(2) The independence of the Board is reviewed annually and

benchmarked against best practice and regulatory provisions.
Based on the annual review, all Independent Directors have scored
highly and there was no conflict or potential conflict of interest
which affected their independent judgments.
The Independent Directors also satisfy the “Fit and Proper” criteria
specified under the BNM Policy Document on Fit and Proper
Criteria.
30
Intended Outcome
Practice 5.5
Appointment of board and senior management are based on objective criteria, merit and with
due regard for diversity in skills, experience, age, cultural background and gender.
Directors appointed should be able to devote the required time to serve the board effectively.
The board should consider the existing board positions held by a director, including on boards
of non-listed companies. Any appointment that may cast doubt on the integrity and governance
of the company should be avoided.
Explanation on : (1) GNRC regularly reviews the Board’s composition, i.e. size, skills,
application of experience, diversity, etc. and recommend the appointment of
the practice director(s) to the Board.
Director candidate(s) is selected based on the following selection

process:-
Review of Board-wide, skills, knowledge, experience, diversity

and perspective
Identification of gaps and additional needs
Sourcing suitable candidates by executive search firms and/or via

recommendation from other Directors
Assessment and evaluation by the GNRC
Appointment by the Board, subject to BNM’s approval and re-election

at Annual General Meeting
The demographics of the Board in terms of gender, ethnicity and age

were as follows:
31
Male Female
Gender 67% 33%
Malay Chinese Australian
Ethnicity
22% 56% 22%
50 - 59 60 - 69 70 - 79
Age
22% 66% 11%
The Board Charter states that “the Board is committed to ensuring

diversity in its composition and embraces the proposition that having a
diverse Board would have a positive, value-adding impact on the
Company. While the Board acknowledges the importance of boardroom
diversity, appointments to the Board shall always be based on merit”.
The current Board has the following mix of skills, knowledge and
experience:
32
The criteria on the recruitment process and annual assessment of
Directors are contained in the Non-Executive Director Nomination and
Remuneration Policy as well as in the Board Charter. Policy and
procedures for appointment are disclosed in the CGOS of the IAR2023.
(2) Appointments of selected key senior management (including Group

CEO, C-Suites and Company Secretary) are reviewed by the GNRC before
recommending to the Board for approval. Best suited candidates are
shortlisted for appointment based on their skills, experience and track
record, in addition to being assessed through a broad range of interview
questions.
Candidate for key senior management is selected based on the following

selection process :-
Review of skills, knowledge, experience, perspective and track record
Identification of gaps and additional needs
Sourcing suitable candidates by executive search firms or referral
Interview and evaluation by Group Chief Executive Officer, Group Chief

Human Resource Officer and members of the GNRC
Deliberation and recommendation by the GNRC
Appointment by the Board, subject to Fit & Proprietary checks and

where applicable regulator(s)’ approval(s)
Diversity at key senior management is valued to allow for constructive

debates, which lead to better decisions and enables the discussion of
the same ideas in differing ways. The appointments of senior
management are also based on objective criteria, merit and with due
regard for diversity in skills, experience, age, cultural background and
gender.
Malay Chinese Indian Foreigner

Ethnicity 46% 38% 8% 8%
40-49 50-59 60 & above
Age 31% 61% 8%
Male Female
Gender 69% 31%
33
The criteria on the recruitment process and annual assessment of key
senior management are contained in the ToR of GNRC.
Explanation for :
departure
Measure :
Timeframe :
34
Intended Outcome
Practice 5.6
In identifying candidates for appointment of directors, the board does not solely rely on
recommendations from existing board members, management or major shareholders. The
board utilises independent sources to identify suitably qualified candidates.
If the selection of candidates was based on recommendations made by existing directors,

management or major shareholders, the Nominating Committee should explain why these
source(s) suffice and other sources were not used.
Explanation on : The Non-Executive Director Nomination and Remuneration Policy

application of the states that the GNRC may source for candidates to act as Director of the
practice Company via executive search firms and/or via recommendation from
other Directors.
Explanation for :
departure
Measure :
Timeframe :
35
Intended Outcome
Practice 5.7
The board should ensure shareholders have the information they require to make an informed
decision on the appointment and reappointment of a director. This includes details of any
interest, position or relationship that might influence, or reasonably be perceived to influence,
in a material respect their capacity to bring an independent judgement to bear on issues before
the board and to act in the best interests of the listed company as a whole. The board should
also provide a statement as to whether it supports the appointment or reappointment of the
candidate and the reasons why.
Explanation on : Statements by the Board supporting the re-election of the below

application of the mentioned Directors to the Board of the Company in 2023 were
practice disclosed in the Explanatory Notes to the Notice of 32nd AGM. Their
direct / indirect interests, if any, were disclosed in their respective
profiles:
• Robert William Goudswaard;

• Voon Seng Chuan; and
• Farina binti Farikhullah Khan.
Explanation for :
departure
Measure :
Timeframe :
36
Intended Outcome
Practice 5.8
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.
Explanation on : (1) The GNRC is chaired by Farina binti Farikhullah Khan, an

application of the Independent Non-Executive Director of the Company.
practice
(2) The Board has also entrusted the GNRC with the responsibility of
reviewing the Board’s succession plans for Directors, including
recommending candidates for Non-Executive Director positions.
(3) The Group has established programmes to identify employees with

potential and nurture them through career development
opportunities for senior management positions.
Explanation for :
departure
Measure :
Timeframe :
37
Intended Outcome
Practice 5.9
The board comprises at least 30% women directors.
Explanation on : (1) The Board currently comprises three (3) women Directors,
application of the reflecting a 33% female representation among the Directors on the
practice Board.
(2) Women’s participation at key senior management was at 31%.
Explanation for :
departure
Measure :
Timeframe :
38
Intended Outcome
Practice 5.10
The board discloses in its annual report the company’s policy on gender diversity for the board
and senior management.
Explanation on : The Company’s Board Charter states that “the Board shall endeavour to
application of the have at least 30% women Directors”. The Board believes that a truly
practice diverse Board that leverages on differences in thought, perspective,
knowledge, regional and industry experience, age, ethnicity and gender
will ensure effectiveness stewardship of management and will steer the
Company to retain its competitive advantage.
Appointment of key management personnel was also made with due

regards for diversity in skills, experience, background, age, cultural and
gender.
Explanation for :
departure
Measure :
Timeframe :
39
Intended Outcome
Stakeholders are able to form an opinion on the overall effectiveness of the board and
individual directors.
Practice 6.1
The board should undertake a formal and objective annual evaluation to determine the
effectiveness of the board, its committees and each individual director. The board should
disclose how the assessment was carried out its outcome, actions taken and how it has or will
influence board composition.
For Large Companies, the board engages an independent expert at least every three years,
to facilitate objective and candid board evaluation.
Note: For a Large Company to qualify for adoption of this practice, it must undertake annual board
evaluation and engage an independent expert at least every three years to facilitate the evaluation.
Explanation on : (1) The annual Board evaluation encompasses the effectiveness of the
application of the Board, Board Committees, Chairman, Group CEO/CEO and
practice Directors’ self and peer evaluation. A robust and comprehensive
assessment framework was used, encompassing:
Part A: Board and Board Committee Effectiveness

(1) Board responsibilities
(2) Board composition
(3) Board remuneration
(4) Board Committees’ evaluation and self-evaluation
(5) Board conduct
(6) Board interaction and communication
(7) Chairman
(8) Group Chief Executive Officer
(9) Board administration and process
(10) Directors’ training – current year and forthcoming year
(11) Board retreat session
Part B: Directors’ Self and Peer Assessment
(1) Board dynamics and participation
(2) Integrity and objectivity
(3) Technical competencies
(4) Recognition
(5) Independence
(2) The Board engaged an external independent consultant to conduct

the Board evaluation to facilitate an objective, candid and
independent board evaluation for FY2022. For FY2023, the Board
decided to carry out the Board evaluation internally.
40
(3) The overall results of BEE conducted for FY2023 were positive, a
testament of the high performing board culture and dynamics.
Some of the key positive highlights from the assessment were as
follows: -
• Board comprises highly skilled and experienced individuals

• Boardroom dynamics is characterised by professionalism and
mutual trust
• Board members “respect each others’ views and welcome a
healthy debate”
There were also areas which could be further improved and these
amongst others include the following :-
• More focus on cybersecurity, and measures taken to address

evolving cyber threats
• Oversight on ESG risks and opportunities in an integrated and
strategic manner
• Information flow and boardroom administration which include
the need for more concise Board papers and focused
presentations to the Board
The Board and senior management had taken the feedback into
consideration in implementing the required action plan.
Explanation for :
departure
Measure :
Timeframe :
41
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 7.1
The board has remuneration policies and procedures to determine the remuneration of
directors and senior management, which takes into account the demands, complexities and
performance of the company as well as skills and experience required. The remuneration
policies and practices should appropriately reflect the different roles and responsibilities of
non-executive directors, executive directors and senior management. The policies and
procedures are periodically reviewed and made available on the company’s website.
Explanation on : (1) The Board believes in a competitive and transparent remuneration

application of the framework that supports senior management and Directors’
practice responsibilities and fiduciary duties to achieve the Group’s long-
term objectives and enhance stakeholders’ value.
(2) The remuneration structure of Non-Executive Director of the

Company is disclosed in the CGOS of the IAR2023.
The Non-Executive Director Nomination and Remuneration Policy

of the Group is available on the Company’s website at
ambankgroup.com.
(3) The Total Reward Policy for employees had been reviewed and
approved by the Board in December 2022.
(4) The remuneration structure of senior management is governed by

the GNRC, and the Board approved Total Reward Policy of the
Group.
Independent review is conducted periodically to ensure that the

Total Reward Policy of the Group and remuneration practices are
in line with the industry practice and continues to support the
Group’s Total Reward Philosophy. The reward elements reviewed
and benchmarked against similar organisations which the Group
operates in, includes base salary, short-term incentives, long-term
incentives, benefits and perquisites.
In adopting the appropriate senior management remuneration for

appointment, renewal and performance appraisal (performance-
based payouts), the following is taken into consideration:
42
• the Group’s Total Reward Philosophy set against our overall
strategy, productivity, performance and affordability across the
Group
• level of responsibility, accountability and complexity of the role
• reflect the competitive nature of the industry and role
• attract and retain suitably qualified talent for senior
management
• promotes prudent risk taking and long-term sustainability
• alignment of our long-term value creation and time horizon of
risk with targeted mix ratio
Senior management and Material Risk Takers’ remuneration

package are also subject to annual review by the GNRC for
recommendation to the Board for approval. Material Risk Takers
are defined as employees whose responsibilities have a material
impact on the Group's performance and risk profile, and
employees whose responsibilities require them to take on material
risk exposures on behalf of the Group.
The remuneration of the Group Chief Internal Auditor is subject to

similar structure and policy, with annual review performed by the
AEC and recommended to the Board for approval.
The remuneration of the Group Chief Risk Officer and Group Chief
Compliance Officer are also subject to similar structure and policy,
with their performances being reviewed and recommended by the
RMC to the Board for approval.
Explanation for :
departure
Measure :
Timeframe :
43
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 7.2
The board has a Remuneration Committee to implement its policies and procedures on
remuneration including reviewing and recommending matters relating to the remuneration of
board and senior management.
The Committee has written Terms of Reference which deals with its authority and duties and
these Terms are disclosed on the company’s website.
Explanation on : The Board is supported by the GNRC. Members of the GNRC comprised
application of the only Non-Executive Directors with a majority being independent, i.e.
practice three (3) out of total five (5) members are Independent Directors.
The ToR is available on the Company’s corporate website at

ambankgroup.com.
Explanation for :
departure
Measure :
Timeframe :
44
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.
Practice 8.1
There is detailed disclosure on named basis for the remuneration of individual directors. The
remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind
and other emoluments.
Explanation on : The remuneration received / receivable by each member of the Board

application of the is disclosed on page 140 of the IAR2023 as well as in the Notes to the
practice Financial Statements.
45
Company (‘000) Group (‘000)
emoluments
emoluments
Benefits-in-
Benefits-in-
No Name Directorate
Allowance
Allowance
Bonus
Bonus
Salary
Salary
Other
Other
Total
Total
kind
kind
Fee
Fee
Tan Sri Md Nor bin
Md Yusof Independent Input Input Input Input Input Input
1 193 7 303 503 193 7 303 503
(Appointed on 30 Director info here info here info here info here info here info here
April 2022)
Non-Executive
Robert William Non- Input Input Input Input Input Input
2 200 1 138 339 200 1 138 339
Goudswaard Independent info here info here info here info here info here info here
Director
Non-Executive
Non- Input Input Input Input Input Input
3 Soo Kim Wai 200 - 70 270 350 20 190 560
Independent info here info here info here info here info here info here
Director
Independent Input Input Input Input Input Input
4 Voon Seng Chuan 200 - 105 305 360 2 375 737
Director info here info here info here info here info here info here
5 Seow Yoo Lin 200 - 123 323 350 2 193 545
Farina binti Independent Input Input Input Input Input Input
6 200 - 103 303 350 5 193 548
Farikhullah Khan Director info here info here info here info here info here info here
7 Hong Kean Yong 200 2 110 312 200 2 110 312
8 Dato’ Kong Sooi Lin 200 - 105 305 350 1 165 516
Felicity Ann Youl
9 (Appointed on 15 192 1 64 257 192 1 64 257
April 2022)
Non-Executive
Tan Sri Azman
Non- Input Input Input Input Input Input
10 Hashim (Retired on 17 2 123 142 17 2 123 142
Independent info here info here info here info here info here info here
29 April 2022)
Director
Input Input Input Input Input Input Input Input Input Input Input Input Input Input
11 Input info here Choose an item.
info here info here info here info here info here info here info here info here info here info here info here info here info here info here
46
47
Intended Outcome
Practice 8.2
The board discloses on a named basis the top five senior management’s remuneration
component including salary, bonus, benefits in-kind and other emoluments in bands of
RM50,000.
Application : Departure
Explanation on :
application of the
practice
Explanation for : The Board is of the opinion that it is not to the Company’s advantage or
departure best business interest to disclose the remuneration of its top senior
management on named basis, considering the highly competitive
market for talent in the banking industry where poaching of executives
is a common practice.
The Board has opted to disclose the total remuneration of the Group’s
senior management (on quantitative basis) in bands of RM50,000. The
remuneration table is disclosed in the CGOS of the IAR2023. The
remuneration of the Group CEO is also disclosed in the Notes to the
Financial Statements.
Measure : The Board will closely monitor the developments in the market in
respect of such disclosure for future consideration. This will be
reviewed on annual basis in its effort towards the application of Practice
8.2
Timeframe : Others
48
Company
No Name Position
Salary Allowance Bonus Benefits Other emoluments Total
Input info here Input info here

1 Choose an item. Choose an item. Choose an item. Choose an item. Choose an item. Choose an item.




49
Intended Outcome

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.
Application : Not Adopted
Explanation on :
adoption of the
practice
50
Company (‘000)
Other emoluments
No Name Position
Allowance
Benefits
Bonus
Salary
Total
Input info here Input info here Input info here Input info here Input info here Input info here Input info here Input info here
1
2
3
4
5
51
Intended Outcome
There is an effective and independent Audit Committee.
The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.
Practice 9.1
The Chairman of the Audit Committee is not the Chairman of the board.
Explanation on : The Chairman of the AEC is an Independent Non-Executive Director,

application of the who is not the Chairman of the Board. The Chairman of the AEC is Seow
practice Yoo Lin.
Explanation for :
departure
Measure :
Timeframe :
52
Intended Outcome
Practice 9.2
The Audit Committee has a policy that requires a former partner of the external audit firm of
the listed company to observe a cooling-off period of at least three years before being
appointed as a member of the Audit Committee.
Explanation on : None of the AEC members of the Company are former audit partners of
application of the the Group’s external auditors.
practice
Explanation for :
departure
Measure :
Timeframe :
53
Intended Outcome
Practice 9.3
The Audit Committee has policies and procedures to assess the suitability, objectivity and
independence of the external auditor to safeguard the quality and reliability of audited financial
statements.
Explanation on : (1) Procedures to assess the suitability, independence and

application of the performance of external auditors have been established in
practice accordance with BNM Guidelines on External Auditor and based on
feedback and comments gathered from Management.
(2) On annual basis, the AEC assesses the suitability, objectivity,

performance and independence of the external auditors. The
external auditors also provide a written assurance to the AEC on
their independence.
The AEC will meet with the statutory external auditors at least
twice a year without the presence of Management.
(3) The AEC is guided by a Group Policy on Non-Audit Services by

Group External Audit Firm (Policy).
The statutory external auditors are restricted to provide services

that are perceived to be in conflict with its role. These include
assisting in the preparation of the financial statements and sub-
contracting of operational activities normally undertaken by
Management, and engagements where the external auditors may
ultimately be required to express an opinion on its own work.
Appointment of external auditors for non-audit services will be

evaluated by the AEC, to ensure that such appointment will not
impede the external auditors’ independence.
The aggregate fees for non-audit services at the Group level should
not exceed 50% of total fees (i.e. sum total of audit and non-audit
services fees) incurred by the Group in any given financial year.
Audit engagements and audit related services which represent
expanded audit scope are exempted from the fee threshold
applied to non-audit services.
54
(4) The AEC engages in regular discussion with the senior audit partner
of the external auditors and acts as the key representative for
overseeing the Group’s relationship with the external auditors.
Explanation for :
departure
Measure :
Timeframe :
55
Intended Outcome

The Audit Committee should comprise solely of Independent Directors.
Explanation on : All members of AEC are Independent Non-Executive Directors.

adoption of the
practice Chairman : Seow Yoo Lin
Member : Farina binti Farikhullah Khan
Dato’ Kong Sooi Lin
56
Intended Outcome
Practice 9.5
Collectively, the Audit Committee should possess a wide range of necessary skills to
discharge its duties. All members should be financially literate, competent and are able to
understand matters under the purview of the Audit Committee including the financial reporting
process.
All members of the Audit Committee should undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards,
practices and rules.
Explanation on : (1) All members of AEC are accountants by profession. Mr Seow was
application of the the Managing Partner of KPMG Malaysia who retired from the firm
practice in 2011, Puan Farina last held executive position was as Chief
Financial Officer of Petronas Chemical Group Berhad in 2015 and
Dato’ Kong began her career with Ernst & Young (formerly known
as Ernst & Whinney) and Arthur Anderson & Co before she joined
CIMB Investment Bank Berhad. She was the Chief Executive Officer
of CIMB Investment Bank.
(2) All members of the AEC are financially literate with extensive
corporate experience. Their profiles are disclosed on pages 102,
103 and 105 of the IAR2023.
(3) The AEC members keeps themselves abreast of the evolving

regulatory changes and development in accounting and auditing
standards, practices and rules by attending relevant conferences
and training programmes.
Trainings attended by the AEC members in FY2023 to keep them

abreast of relevant developments in accounting and auditing
standards, practices and rules, amongst others, were as follows:
Month Particulars of Trainings

May 2022 2022 Board and Audit Committee Priorities
November Securities Commission Malaysia’s Audit Oversight
2022 Board Conversation with Audit Committee
Explanation for :
departure
57
Measure :
Timeframe :
58
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.
Practice 10.1
The board should establish an effective risk management and internal control framework.
Explanation on : (1) The Board understands that the ultimate responsibility for
application of the ensuring a sound internal control system which provides
practice reasonable assurance on the effectiveness and efficiency of the
system lies with the Board.
(2) The Group’s system of internal control is designed to manage the

risk of failure to achieve the Group’s corporate objectives, as well
as safeguard the shareholders’ investments and the Group’s assets
but not absolute assurance from the non-concurrence of risk.
(3) The Group has developed a set of comprehensive policies and

frameworks to address key risks, promote a risk management
culture and set out clear internal controls. Amongst others, the key
policies/frameworks are :-
• Anti-Bribery & Corrupt Practices Policy

• Group Compliance Framework
• Data Management Policy
• Data Governance Framework
• Stress Testing Policy
• Whistleblower Protection Policy
• Operational Risk Management Framework
• Group Procurement Policy
• Know-Your-Customer, Customer Identification and Due
Diligence Policy
• No Gift Policy
• Technology Risk Management Framework
• Market Risk and Liquidity Risk Management Framework
• Group Sustainability Framework
All policies and frameworks are approved by the Board and are
reviewed at least biennially.
Explanation for :
departure
59
Measure :
Timeframe :
60
Intended Outcome
Practice 10.2
The board should disclose the features of its risk management and internal control framework,
and the adequacy and effectiveness of this framework.
Explanation on : (1) The RMC reviews all policies and frameworks in relation to risk
application of the management and internal controls, risk management strategies,
practice risk tolerance and risk appetite settings before recommending to
the Board for approval.
(2) Risk tolerance and risk appetite settings are reviewed bi-annually
while policies and frameworks are reviewed at least biennially. All
reviews take into account imminent risks and changes in the
regulatory and operating environment and observations from the
period under review.
Explanation for :
departure
Measure :
Timeframe :
61
Intended Outcome

The board establishes a Risk Management Committee, which comprises a majority of
independent directors, to oversee the company’s risk management framework and policies.
Explanation on : The RMC comprises majority of Independent Non-Executive Directors.

adoption of the It is chaired by an Independent Non-Executive Director.
practice
Chairperson : Dato’ Kong Sooi Lin
Independent Non-Executive Director
Member : Hong Kean Yong
Robert William Goudswaard
Non-Independent Non-Executive Director
Felicity Ann Youl
62
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.1
The Audit Committee should ensure that the internal audit function is effective and able to
function independently.
Explanation on : (1) The AEC has in place measures to assess the competency,
application of the performance and effectiveness of the Internal Audit function.
practice
(2) The Group Internal Audit function operates under an audit charter
mandated by the AEC which gives it unrestricted access to review
all activities of the Group.
(3) The AEC approves Group Internal Audit’s Annual Planning

Methodology and the Annual Audit Plan, and monitors the
progress of the completion of the Annual Audit Plan, as disclosed
in the AEC report.
(4) The AEC has direct communication channel with the Group Chief
Internal Auditor (CIA) and meets regularly with the Group CIA
without the presence of Management. The Group CIA reports
directly to the AEC.
(5) The AEC reviews the adequacy of Group Internal Audit’s resources
and evaluates the performance of the Group CIA and Group
Internal Audit.
(6) All internal audit reports are tabled to the relevant entity AECs
together with a Group Internal Audit Activity Report which provides
a summary of audits / reviews conducted by Group Internal Audit,
highlights of key issues and concerns arising the audits conducted,
and the status of resolution of key audit issues highlighted. Key
internal audit reviews and areas of concern are also presented to
the AEC of the Company.
Explanation for :
departure
Measure :
Timeframe :
63
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.2
The board should disclose–
▪ whether internal audit personnel are free from any relationships or conflicts of interest,
which could impair their objectivity and independence;
▪ the number of resources in the internal audit department;
▪ name and qualification of the person responsible for internal audit; and
▪ whether the internal audit function is carried out in accordance with a recognised
framework.
Explanation on : (1) Group Internal Audit is independent from the business and
application of the operating activities. Please refer to the section on Internal Audit in
practice the CGOS of the IAR2023.
(2) The profile of the Group CIA, Encik Shamsul Bahrom Mohamed
Ibrahim is disclosed on page 115 of the IAR2023.
(3) A brief statement on Internal Audit Function with a summary of its

key activities is disclosed in the CGOS of the IAR2023.
(4) The availability of resources in the internal audit department is

being closely monitored. The Group Internal Audit has a budgeted
staff strength of 101 staff.
(5) Group Internal Audit’s activities conform with the Institute of

Internal Auditors’ International Standards for the Professional
Practice of Internal Auditing as well as standards and requirements
set out by the relevant regulators on the internal audit function.
Explanation for :
departure
Measure :
Timeframe :
64
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.1
The board ensures there is effective, transparent and regular communication with its
stakeholders.
Explanation on : (1) As a Group, we believe in timely, regular and proactive

application of the communication with our shareholders and the wider investment
practice community including investors, fund managers, equity and fixed-
income analysts and credit rating agencies.
(2) Communication and engagement with stakeholders and investors
are done through various platforms and channels other than
general meeting(s), including virtual meetings, non-deal
roadshows, investor conferences and other electronic means such
as emails and website.
(3) Events organised or participated by the Group’s Investor Relations

are listed on the Group’s corporate website at
ambankgroup.com/ir.
(4) The Group understands the importance of ESG issues and practices
accordingly and holds regular discussions with the investment
community on ESG sustainability risk which forms an integral part
of their investment decision making process.
(5) The Group engages with the Minority Shareholders Watch Group
(MSWG), Institutional Investors Council Malaysia and major
shareholders as regularly as required.
(6) The Group’s quarterly financial statements and accompanying
media releases are published on Bursa Securities’ website and the
Company’s corporate website. The quarterly analyst briefings and
investor presentations are conducted via video conferencing to
cater for the wide geographical spread of the investment
community and our shareholders. These briefings aim to assist this
group of audience to gain a deeper understanding of the Group’s
financial results and strategic priorities through a dedicated
presentation and Question-and-Answer (Q&A) session with senior
management. The related briefing materials are made available on
the Group’s corporate website in a timely manner.
65
(7) When deemed required, the Group also hold media briefings to
update the media and the general public on the Group’s financial
performance and significant events.
(8) Stakeholders and investors are encouraged to direct their

enquiries via email to the Group’s Investor Relations at
[email protected].
Explanation for :
departure
Measure :
Timeframe :
66
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.2
Large companies are encouraged to adopt integrated reporting based on a globally
recognised framework.
Explanation on : (1) The IAR2023 took into consideration both material financial and
application of the non-financial information, in view of determining and narrating
practice the way we create value over time.
(2) Inside this IAR2023 :-

• Stakeholders will understand the Group’s businesses,
financial performance and strategies for sustainable growth;
• Stakeholder will see how the organisation embeds ESG
considerations into its strategy and operations in view of
creating future value;
• Customers will appreciate the importance placed by the
Group on the offering of high-quality products and services
consistently;
• Business partners and stakeholders will recognise how the
Group seeks to foster win-win solutions with all; and
• Employees will see how the Group nurtures a stimulating and
rewarding work environment.
(3) The Group also highlights initiatives undertaken to enhance the

well-being of local communities and actions that underline its
commitment in providing effective financial assistance.
(4) The IAR2023 is in line with the Value Reporting Foundation’s

International Integrated Reporting Council’s Framework.
Explanation for :
departure
Measure :
Timeframe :
67
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.
Practice 13.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days
prior to the meeting.
Explanation on : (1) The notice of the forthcoming AGM to be held on 23 August 2023
application of the will be given to shareholders on 21 July 2023, effectively serving 32
practice clear days’ of notice.
(2) Details of the resolutions proposed together with explanatory notes

and statement are set out in the notice of AGM.
Explanation for :
departure
Measure :
Timeframe :
68
Intended Outcome
Practice 13.2
All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management
and other committees provide meaningful response to questions addressed to them.
Explanation on : All Directors attended the 31st AGM of the Company virtually via
application of the Remote Participation and Voting (RPV) facilities and the chairpersons of
practice the Board Committees were there to respond to the questions and
concerns raised by the shareholders.
Explanation for :
departure
Measure :
Timeframe :
69
Intended Outcome
Practice 13.3
Listed companies should leverage technology to facilitate–
• voting including voting in absentia; and
• remote shareholders’ participation at general meetings.
Listed companies should also take the necessary steps to ensure good cyber hygiene
practices are in place including data privacy and security to prevent cyber threats.
Explanation on : (1) Given the concerns around the COVID-19 pandemic, the Board had
application of the utilised RPV facilities at the 31st AGM of the Company held on 18
practice August 2022. The RPV facilities had enabled shareholders to
participate and vote remotely without attending the meeting
physically.
(2) The Board has decided to continue to use RPV facilities provided
by its share registrar, Boardroom Share Registrars Sdn Bhd, at the
forthcoming 32nd AGM to be held on 23 August 2023.
(3) An independent scrutineer was appointed to validate the votes

cast at the 31st AGM.
Explanation for :
departure
Measure :
Timeframe :
70
Intended Outcome
Practice 13.4
The Chairman of the board should ensure that general meetings support meaningful
engagement between the board, senior management and shareholders. The engagement
should be interactive and include robust discussion on among others the company’s financial
and non-financial performance as well as the company’s long-term strategies. Shareholders
should also be provided with sufficient opportunity to pose questions during the general
meeting and all the questions should receive a meaningful response.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to.
Explanation on : (1) The Chairman provided sufficient time and opportunities for the
application of the shareholders to participate in AGM where questions posed by the
practice shareholders during the AGM were answered by the Chairman and
the Group CEO. Summary of key matters discussed at the last year
AGM is available on the Company’s corporate website at
ambankgroup.com.
(2) The Group CEO of the Company presented the moving forward
strategy of the Company, i.e. Focus 8, to the shareholders together
with the financial performance of the Company for FY2022.
(3) Shareholders can continue to share their feedback and questions

via email to the Group’s Investor Relations mailbox at
[email protected] after the AGM.
Explanation for :
departure
Measure :
Timeframe :
71
Intended Outcome
Practice 13.5
The board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid)
support meaningful engagement between the board, senior management and shareholders.
This includes having in place the required infrastructure and tools to support among others, a
smooth broadcast of the general meeting and interactive participation by shareholders.
Questions posed by shareholders should be made visible to all meeting participants during
the meeting itself.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to. Further, a listed issuer should also
provide brief reasons on the choice of the meeting platform.
Explanation on : (1) The internet bandwidth of the Company is sufficient to support

application of the the virtual AGM to ensure a smooth proceeding of the AGM.
practice
(2) An independent moderator was engaged to stream questions
posed by the shareholders.
(3) Questions from the shareholders which were streamed by the

Independent Moderator were published during the AGM and
answered by the Chairman and the Group CEO in a fair, objective
and impartial manner.
Explanation for :
departure
Measure :
Timeframe :
72
Intended Outcome
Practice 13.6
Minutes of the general meeting should be circulated to shareholders no later than 30 business
days after the general meeting.
Note: The publication of Key Matters Discussed is not a substitute for the circulation of minutes of
general meeting.
Explanation on : The minutes of 31st AGM including questions raised by shareholders and
application of the the responses given by the Company was uploaded to the Company’s
practice website on 30 September 2022, i.e. 30 business days from the day of
the 31st AGM.
Explanation for :
departure
Measure :
Timeframe :
73
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT
CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)

of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.
COMPOSITION
BOARD OF DIRECTORS
Tan Sri Md Nor bin Md Yusof

Independent Non-Executive Chairman

Soo Kim Wai

Voon Seng Chuan

Senior Independent Non-Executive Director
Seow Yoo Lin

Farina binti Farikhullah Khan

Hong Kean Yong


Felicity Ann Youl

74
1.1 DIRECTORS’ PROFILE
TAN SRI MD NOR BIN MD YUSOF
Nationality Malaysian
Gender/Age Male/76
Date of Appointment 30 April 2022
Qualification(s)
• Advance Management Programme, Wharton School, United States of America
• Development Banking, Harvard University, United States of America
• Chartered Accountancy, New Zealand Society of Accountants, New Zealand
• Bachelor Degree in Commerce, University of Otago, New Zealand
Directorship(s) in Listed Issuers in Malaysia

• None
Experience
• Tan Sri Md Nor bin Md Yusof has had an illustrious career with over 40 years of senior
management and board level experience including extensive expertise in the financial
services sector.
• He helmed Bank of Commerce Group as Chief Executive Officer and Chairman from 1983 -
2000.
• He has held the role of Executive Chairman of the Securities Commission, Chairman of CIMB
Group and Chairman of Malaysia Airlines Berhad.
• He was also Director and Chairman of Khazanah Nasional Berhad’s Executive Committee, as
well as Chairman of Lembaga Tabung Haji and CIMB Foundation.
• He continues to hold the role of Chairman of Yayasan Hasanah.
• He enjoys wildlife photography and is committed to community service and conservation of

the country’s natural endowment.
Declaration
He does not have any conflict of interest or any family relationship with any other Director and/or
major shareholders of AMMB.
75
ROBERT WILLIAM GOUDSWAARD
Nationality Australian
Gender/Age Male/63
Date of Appointment 25 March 2021
Qualification(s)
• Bachelor of Economics, La Trobe University
• Graduate Diploma of Corporate Finance, RMIT University
• Fellow, Australian Institute of Company Directors
• Fellow, Financial Services Institute of Australia
• Fellow, Leadership Victoria
• INSEAD International Directors Programme

• None
Experience
• Robert William Goudswaard has over 40 years of experience in financial services, both
internationally and within Australia.
• He was the Chief Executive Officer of Great Southern Bank (formerly known as Credit Union
Australia), Australia’s largest credit union, before he stepped down in 2019.
• He spent 30 years with Australia and New Zealand Banking Group, holding senior roles
including Chief Risk Officer and Managing Director of various areas such as Small and
Medium Business, Regional and Small Business, Pacific and Personal Banking Asia.
• He has extensive experience as a Non-Executive Director on boards such as Rural Finance,

Places Victoria, CUA Health, Cuscal and Lawson Grains Pty Ltd.
• He is an Independent Non-Executive Chairman of Revolut Payments Australia Pty Ltd and

Cornerstone Healthcare Funds Management Pty Ltd and Non-Executive Director of
Centelon Pte Ltd, ANZ Lenders Mortgage Insurance Pty Ltd, Quiescent Pty Ltd and
Singularity Automation Pty Ltd.
• He has been and is involved with charitable organisations such as Non-Executive Director
at World Vision Australia, Business Council of Co-Operatives and Mutuals, Young Farmers
Finance Council, Orygen and the Non-Executive Chairman of Orygen Youth Mental Health
Foundation Ltd.
• He runs a cattle and sheep farm and has planted 50,000 eucalypt trees and has a few bee
hives. He is interested in cricket and Australian rules football. He is also involved with a
mental health not for profit organisation and a member on the building committee for his
local church. For the finer things in life, he enjoys a wee dram.
76
Declaration
major shareholders of AMMB except as follows:
- Board representative of ANZ Group Holdings Limited, which is deemed a substantial

shareholder of AMMB by virtue of its indirect shareholding in ANZ Funds Pty Limited, a
wholly-owned subsidiary of ANZ Group Holdings Limited.
SOO KIM WAI
Gender/Age Male/62
Date of Appointment 4 October 2002
Qualification(s)
• Member, Malaysia Institute of Accountants
• Member, Malaysian Institute of Certified Public Accountants
• Fellow, Certified Practising Accountant, Australia
• Fellow, Association of Chartered Certified Accountants, United Kingdom

• Non-Independent Non-Executive Director, RCE Capital Berhad
Experience
• Soo Kim Wai is currently the Group Managing Director of Amcorp Group Berhad. He joined
Amcorp Group Berhad in 1989 as Senior Manager, Finance, and has since held various
positions before he was promoted to his current appointment. Prior to that, he was with
Plantation Agencies Sdn Bhd from 1985 to 1989, and in the accounting profession for five
(5) years with Deloitte KassimChan from 1980 to 1985.
• He sits on the board of some private limited companies and foreign companies. He also
serves as Non-Independent Non-Executive Chairman of AmREIT Managers Sdn Bhd, the
Manager of AmFirst Real Estate Investment Trust. He is also the Non-Independent Non-
Executive Chairman of AmREIT Holdings Sdn Bhd.
• He is a Non-Independent Non-Executive Director of AmBank (M) Berhad, a wholly-owned

subsidiary of AMMB.
• He also sits on the Board of Amcorp Properties Berhad.
• He is also a Non-Independent Non-Executive Chairman of Amcorp Global Limited, a

subsidiary of Amcorp Group Berhad, listed on the mainboard of the Singapore Stock
Exchange.
Declaration
major shareholders of AMMB except as follows:
- Group Managing Director of Amcorp Group Berhad, which is a substantial shareholder of

AMMB.
77
VOON SENG CHUAN
Gender/Age Male/64
Date of Appointment 18 June 2015
Qualification(s)
• Bachelor of Science (Honours) in Mathematics, University of Malaya

• Independent Non-Executive Director, Mesiniaga Berhad
Experience
• Voon Seng Chuan has been part of the Information Technology (IT) industry for about three
(3) decades. In April 2008, he joined the IBM Quarter Century Club reflecting his 25 years
of service in IBM. He retired from IBM in March 2010.
• In his 27 years of service with IBM, he held a number of roles delivering all aspects of IT
products and services for clients in all industry segments in Malaysia and the Asia Pacific
region. His last role in IBM prior to his retirement was Director for Mid-Market Segment in
Asia Pacific.
• From 2000 to 2006, he was the Managing Director for IBM Malaysia and Brunei. He
responded to the Malaysian Government’s call to transform the nation into an
international shared services and outsourcing hub by leading IBM’s investment in seven (7)
regional centres/ operations in Malaysia. In doing so, IBM is well positioned to transfer best
practices and high-skilled expertise to the country.
• In 2013, he was recognised with the “Outsourcing Leader of the Year” award by
Outsourcing Malaysia. He was also a Council Member of PIKOM (National ICT Association
of Malaysia) from 1994/1995 and 1999/2000.
• He is the Independent Non-Executive Chairman of AmBank (M) Berhad, a wholly-owned

subsidiary of AMMB.
• He is also a Trustee of CVSKL Foundation.
• During his spare time, Mr Voon loves to travel, especially to places where he can indulge in
photography and play golf.
Declaration
78
SEOW YOO LIN
Gender/Age Male/67
Date of Appointment 30 June 2016
Qualification(s)
• Master of Business Administration, International Management Centre, Buckingham,
United Kingdom
• Member, Malaysian Institute of Accountants
• Member, Malaysian Institute of Certified Public Accountants
Directorship(s) in Listed Issuers

• None
Experience
• Seow Yoo Lin joined KPMG Malaysia in 1977 and qualified as a Certified Public Accountant
in 1980. In 1983, he was seconded to KPMG United States to gain overseas experience,
specialising in banking assignments. He returned in 1985 and was admitted as Partner in
1991.
• He has been the audit partner on a wide range of companies including public listed
companies and multinationals in banking and finance, manufacturing, trading and
services. In addition, he held various leadership roles including those of Human Resources
Partner, Partner in charge of Financial Services and was a member of the KPMG Asia Pacific
Board.
• He was a member of Executive Committee of the Malaysian Institute of Certified Public

Accountants from 2009 to 2010 and a Council member of the Malaysian Institute of
Accountants from 2007 to 2011. He was the Managing Partner of KPMG Malaysia from
2007 to 2010. He retired from the firm in 2011.
• He is an Independent Non-Executive Director of AmInvestment Bank Berhad, a wholly-

owned subsidiary of AMMB.
Declaration
FARINA BINTI FARIKHULLAH KHAN
Gender/Age Female/51
Date of Appointment 8 August 2017
Qualification(s)
• Bachelor of Commerce in Accounting, University of New South Wales, Australia
• Fellow, Chartered Accountants Australia and New Zealand
• Advanced Management Program, Harvard Business School, United States of America
79
• Senior Independent Non-Executive Director, Petronas Gas Berhad
• Independent Non-Executive Director, KLCC Property Holdings Berhad
• Independent Non-Executive Director, Icon Offshore Berhad
Experience
• Farina binti Farikhullah Khan has over 25 years of working experience, predominantly in oil
and gas industry.
• She started out her career in 1994 with Coopers & Lybrand, Australia in the Business
Services unit for three (3) years.
• In 1997, she returned to Malaysia to join Petroliam Nasional Berhad (PETRONAS) in the
Corporate Planning and Development Division where she started as an executive and in the
ensuing years until 2005, she held various positions including Senior Manager (Strategy
and Portfolio) in Group Strategic Planning of PETRONAS.
• She subsequently assumed the position of Chief Financial Officer of PETRONAS Carigali Sdn.
Bhd, one of the largest subsidiaries of PETRONAS with operations in over 20 countries, from
2006 to 2010. She then served as the Chief Financial Officer at PETRONAS Exploration and
Production Business, the largest arm of PETRONAS Business, from mid-2010 until 2013,
where the business included both PETRONAS Carigali Group of Companies as well as the
Petroleum Management Unit of PETRONAS.
• Prior to leaving PETRONAS Group at the end of 2015 to pursue her other interests, she was
the Chief Financial Officer of PETRONAS Chemical Group Berhad, the largest listed entity of
PETRONAS, for two (2) years.
• She had also previously served on the Board of various PETRONAS entities, such as Progress
Energy Canada Ltd as well as a number of PETRONAS joint venture entities with foreign
partners.
• She is an Independent Non-Executive Director of AmBank Islamic Berhad, a wholly-owned

subsidiary of AMMB.
• She is an Independent Non-Executive Director of KLCC REIT Management Sdn Bhd, the
Manager of KLCC Real Estate Investment Trust and also a Non-Executive Director of
EnQuest PLC, a company listed on London Stock Exchange.
Declaration
She does not have any conflict of interest or any family relationship with any other Director and/or
80
HONG KEAN YONG
Gender/Age Male/60
Qualification(s)
• Bachelor of Engineering (Honours) in Electrical and Electronics Engineering, University of
Malaya
Directorship(s) in Listed Issuers

• Non-Independent Non-Executive Director, TIME dotCom Berhad
Experience
• Hong Kean Yong was the Senior Vice President of Strategic Planning and Technology
Advisor at Taylors Education Group from April 2011 until June 2018, where his primary
responsibility was to advise the Group Chief Executive Officer on adoption of information
technology in the various operating divisions and provide oversight of Chief Information
Officer of Higher Education Division.
• Prior to that, he was the Group Chief Information Officer for Hong Leong Financial Group
Berhad from April 2008 to March 2011. He was responsible for the Group IT Strategy and
IT Oversight of all subsidiary companies. He played an important role in setting the IT Vision
and Mission and the synergies in the application of technology to enable business, including
the IT architecture, design and development across the financial services group.
Declaration
DATO’ KONG SOOI LIN
Qualification(s)
• Bachelor of Commerce (Honours), University of New South Wales, Australia
• Fellow, Certified Practising Accountant, Australia
• Chartered Banker, Asian Institute of Chartered Bankers
• Chartered Accountant, Malaysian Institute of Accountants

• Independent Non-Executive Director, Eco World International Berhad
• Independent Non-Executive Director, IOI Corporation Berhad
81
Experience
• Dato’ Kong Sooi Lin has over 30 years of investment banking experience and has extensive
equity and debt transaction expertise, having advised on numerous highly profiled and
industry-shaping corporate exercises in Malaysia and Asia Pacific.
• She began her career with Ernst & Whinney (now known as Ernst & Young PLT) and Arthur
Anderson & Co. and then joined Bumiputra Merchant Bankers Berhad under Corporate
Banking in 1989.
• In 1994, she joined CIMB Investment Bank Berhad (CIMB Investment Bank) and has been
with CIMB Group Holdings Berhad (CIMB Group) for 25 years until her retirement from
CIMB Investment Bank as its Chief Executive Officer in March 2019. Throughout her tenure
with CIMB Group, Dato’ Kong has contributed significantly to entrenching CIMB as one of
the top investment banking houses domestically and across ASEAN.
• She has held various capacities within CIMB Group. Her roles include Group Head of
Investment Banking Division for the Asia Pacific region, Group Head of Private Banking,
Head of Senior Bankers Group, Chairperson of CIMB Private Limited Sri Lanka and
Commissioner on the Board Commissioners of CIMB Securities Indonesia.
• She is an Independent Non-Executive Director of AmInvestment Bank Berhad, a wholly-

owned subsidiary of AMMB.
• She keeps herself fit and healthy by practising pilates, yoga and hiking. She continues to
harness her passion in business by regularly following business and financial news. She
enjoys socialising with friends and family and being involved in church activities as a way
to give back to the community.
Declaration
FELICITY ANN YOUL
Nationality Australian
Date of Appointment 15 April 2022
Qualification(s)
• Bachelor of Economics, University of Sydney, Australia
• Bachelor of Laws, University of Sydney, Australia
• Graduate Diploma in Legal Practice, University of Technology, Australia
• Graduate Diploma in Applied Finance and Investment, Securities Institute of Australia
• Graduate of INSEAD (Singapore) Certificate in Corporate Governance
• Graduate of the Australian Institute of Company Directors Course
• Graduate of the Leading Sustainable Corporations Programme, Said Business School,
Oxford University
82
• None
Experience
• Felicity Ann Youl is a leading expert in compliance, operational risk, corporate social
responsibility (CSR) and legal matters impacting financial services in the Asia Pacific region.
• She has 30 years’ experience in compliance, operational risk, CSR, legal and board and
leadership roles, working in diverse cultural environments of Asia Pacific and Europe, based
in Hong Kong, London and Sydney.
• She established Citigroup and BNP Pariba’s Regional Compliance, Financial Security (Anti-
Money Laundering and Sanctions) and regulatory Compliance Infrastructures for Asia
Pacific.
• She also established BNP Paribas’ Operational Risk framework for Asia Pacific (2009 -2015),
and CSR governance and related operations (2013 -2016).
• She enjoys studying permaculture, in connection with permaculture farm which she has
been developing over the past three (3) years with her husband and three (3) children in
Australia. She also enjoys breeding Araucana chickens, Sebastopol geese and Boer goats,
and caring for other animals on their farm including peacocks and guineafowl.
Declaration
1.2 COMPOSITION OF BOARD COMMITTEE
AUDIT AND EXAMINATION COMMITTEE (AEC)
Seow Yoo Lin (Chairman)



83
RISK MANAGEMENT COMMITTEE (RMC)
Dato’ Kong Sooi Lin (Chairperson)

Hong Kean Yong


Felicity Ann Youl

GROUP NOMINATION AND REMUNERATION COMMITTEE (GNRC)
Farina binti Farikhullah Khan (Chairperson)

Soo Kim Wai

Voon Seng Chuan

Seow Yoo Lin


GROUP INFORMATION AND TECHNOLOGY COMMITTEE (GITC)
Hong Kean Yong (Chairman)

Voon Seng Chuan


84
1.3 CHANGES TO THE BOARD DURING THE FINANCIAL YEAR ENDED 31 MARCH 2023 (FY2023)
Appointment (A) and/or Resignation/ Retirement (R)

A - Tan Sri Md Nor bin Md Yusof (Appointed on 30 April 2022)
- Felicity Ann Youl (Appointed on 15 April 2022)
R - Tan Sri Azman Hashim (Retired on 29 April 2022)
1.4 TRAININGS PROVIDED TO THE BOARD
Date Trainings provided to the Board during FY2023

2022
April FIDE Forum Joint Event on Steward Leadership for Sustainability
May Board Induction
PERE Asia Summit Singapore 2022
Metafinance – The Next Frontier of the Global Economy
2022 Board and Audit Committee Priorities
PwC & Australian Institute of Company Directors (AICD) - A Decarbonised Future. What Net Zero
Actually Means for Your Board.
Hong Kong 30% Club Luncheon and Board Training – ESG Case Study
Ernst & Young and INSEAD Corporate Governance Centre – How Can Boards Strengthen Governance
to Accelerate Their ESG Journeys?
June SGX: Securities Market Open Event
Leading from the Chair INSEAD Fontainebleau
Wealth Management APAC Second Half Market Outlook seminar
Assessing Your Organisation Culture
FIDE Core Programme - Module A
INSEAD Singapore – Living in an Exponentially Changing World
Freshfields – “Hope for a New Paradigm: Progress Towards a Global Baseline of Sustainability
Disclosure Standards”
July Sustainability Awareness Program
Recovery and Resolution Planning project
Ikhlas Capital Third Annual Conference
ESG Essentials
Leadership Perspectives Forum on Board Effectiveness
Leadership Perspectives Forum on Board Effectiveness in conjunction with Board Effectiveness
Evaluation Launch
Sustainability & Its Impact on Organisations: What Directors and Senior Management Need To Know
Securities Commission Guidelines on the Conduct of Directors of Listed Corporations and Their
Subsidiaries-Implications to the Board and Management
Islamic Finance for Board of Directors Programme
Duties & Responsibilities of Company Directors – Demystifying the Stewardship and Fiduciary Roles
of Directors
Mandatory Accreditation Programme – Institute of Corporate Director Malaysia
ASEAN Climate Governance Network (ACGN) and Sustainable Finance Institute Asia (SFIA)
“Conversations on Climate Governance” (Session 1)
Values as a Source of Competitive Advantage by Dr Aamir Abdul Rehman
August Digital Academy Launch
Bloomberg Asia Wealth Summit
FIDE Forum: PIDM Industry Forum 2022
AICD – Climate Governance Forum
ACGN and SFIA – Conversations on Climate Governance (Session 2)
FIDE Core Programme - Module B
85
Date Trainings provided to the Board during FY2023
2022
September Anti-Money Laundering (AML) Session for Directors and Executives 2021/2022
Recovery and Resilience: Spotlight on ASEAN Business
Recovery and Resolution Planning Sharing Session
AML Session for Directors and Executives 2021/2022
AICD – Connecting Climate Change and Strategy
October Climate Governance Initiative & AICD – Sustainability or ESG Committees: How to Structure Your
Board
November Cyber Security Awareness Program: Cybersecurity: Emerging Trends and What You Need To Know As
A Decision Maker
ISRA: Islamic Finance for Board of Directors programme
The Emerging Trends, Threats and Risks to the Financial Services Industry – Managing Global Risk,
Investment and Payment System
Securities Commission Malaysia: Audit Oversight Board Conversation with Audit Committee Members
December KPMG – Lets Insights Accelerate Your Climate Action
2023
January BNM Climate Risk Management and Scenario Analysis Policy Document
Securities Commission Malaysia: Audit Oversight Board Conversation with Audit Committee Members
Can America Stop China’s Rise? Will ASEAN Be Damaged?
Credit Transaction Exposure to Connected Party System Training
February Sustainability Awareness Program
Fireside Chat Series – ESG
PERE Asia Summit 2023
AICD – Why the Uluru Statement is a National Governance Issue
AICD – Preparing for New Climate Reporting and Disclosure Standards
March BNM – Engagement Session with CEOs/ Chairmen of Banking Institutions
Bursa Malaysia Securities Berhad’s Enhanced Sustainability Reporting Framework with Climate
Change Reporting
National Budget 2023 Review and Updates
Engagement Session for BNM Annual Report 2022
Risk Management Committee – Banking Sector by Asian School of Business
AICD – Annual Conference and Training
AICD – Greater Expectations of Board Agendas
Role of Islamic Banks in Supporting Sustainable Development
1.5 NUMBER OF MEETINGS CONVENED

Total meeting held during FY2023
Board 12
AEC 5
RMC 6
GNRC 8
GITC 6
86
FUNCTION AND CONDUCT
2.1 ROLES AND REPONSIBILITIES

BOARD
The Board’s pivotal role is to lead and establish the Group’s vision, strategic direction, key policies
and framework, including the management of the succession planning process of the Group, and
the appointment of key senior management. The Board’s roles and responsibilities include but not
limited to the following:
Review, approve and monitor strategic business plans of the Group as a whole and that of the
individual operating units
Oversee the conduct of the business to ascertain its proper management including setting clear
objectives and policies
Oversee the effective design and implementation of risk management, governance and
reporting framework, internal controls and management information systems
Promote sound corporate culture that reinforce ethical, prudent and professional behaviour by
adopting the Code of Conduct and Code of Ethics
Oversee appointment, performance, remuneration and succession planning of the Board,
Group Chief Executive Officer, senior management and the Company Secretary
Oversee and approve recovery and business continuity plans
Ensure the development and implementation of communications policy to enable effective

communications with shareholders, regulators and other stakeholders
Promote sustainability through appropriate environmental, social and governance
consideration in the Company’s business strategies
AUDIT AND EXAMINATION COMMITTEE (AEC)
The Committee’s main functions and duties shall include, but are not limited to the following :
Oversight of matters related to financial reporting and internal controls
Oversight of matters related to internal and external audit

Directing and supervising special audits and investigations
Reviewing and recommending for the Board's approval related party transaction and conflict
of interest situations that may arise within the Company/Group
Reporting to the Board on audit reports and key issues deliberated at AEC meetings
Advising the Board on any major audit and/or tax related issues
Oversight of whistleblowing cases of the Company/ Group, via the investigation report
87
RISK MANAGEMENT COMMITTEE (RMC)
The key responsibilities of the Committee include the review and evaluation of:
Senior management’s activities in managing risk and compliance issues
Emerging risk, high-level risk exposures and risk portfolio composition

Review and assess the Group’s sustainability strategies, policies and standards in relation to
ESG matters
Performance of Group Chief Risk Officer and Group Chief Compliance Officer
The overall effectiveness of the controls and risk management infrastructure of the Group,
together with Group Internal Audit
The Group’s risk management strategies, policies, frameworks, methodologies and risk
tolerance standards, as well as compliance annual plan and strategy, policies and frameworks
Risk systems and resources
GROUP NOMINATION AND REMUNERATION COMMITTEE (GNRC)
The key responsibilities of the Committee include, amongst others, include the following :
Review regularly the overall Board's composition (i.e. size, skills, experience, qualification and
diversity) and Board balance
Assess the performance and effectiveness of members of the Board and Board Committees,
individually and collectively
Recommend the appointment of Directors to the Board and Board Committees
Oversee the implementation of AMMB Executives' Share Scheme (ESS) in accordance with the
By-Laws of the ESS
Assess the annual performance of senior management against balanced scorecard and
recommends the short and long-term incentives and rewards to the Board
Recommend a formal and transparent procedure for developing the remuneration policy for
Directors, Shariah Committee members, senior management and employees to the Board
Oversee the succession planning for Board Chairman, Directors, Shariah Committee members,
senior management and expatriate-filled positions of the Group
88
GROUP INFORMATION AND TECHNOLOGY COMMITTEE (GITC)
The key responsibilities of the Committee include, amongst others, the following functions:
Provide strategic oversight for IT, digital and cybersecurity development within the Group &
ensuring that IT, cybersecurity and digitalisation and technology-related innovation strategic
plans are aligned to & integrated with the Group’s business objectives and strategy
Review and approve the Group’s long-term IT, digital & cybersecurity strategic plans, budgets
and implementation
Review and recommend the Group-wide IT policies, procedures & frameworks including IT
security & IT risk management & e-banking services to ensure the effectiveness of internal
control systems & the reliability of the management information systems
Ensure regular updates by senior management of both key performance indicators & forward-
looking risk indicators together with sufficient information on key technology risks and critical
technology operations
Review IT, digital & cybersecurity planning & strategy, including the financial, tactical &
strategic benefits of proposed significant information technology-related projects & initiatives
Oversee the adequacy & utilisation of the Group’s IT resources including computer hardware,
software, personnel who are involved in the development, modification and maintenance of
computer program and related standard procedures
Responsible for overall oversight function on IT matters including ex-ante risk assessments on
e-banking services
Advise the Board on matters within the scope of GITC, as well as any major IT related issues
that merit the attention of the Board
Review and recommend any deviation from BNM technology-related policies and guidelines
after having carefully considered a robust assessment of related risks
2.2 MEETING ATTENDANCE DURING FY2023
BOARD
Number of Meetings
Name of Members Held During
Attended %
Tenure in Office
Tan Sri Md Nor Md Yusof 11 11 100
(Independent Non-Executive Chairman)
(Appointed on 30 April 2022)
Robert William Goudswaard 12 11 92
(Non-Independent Non-Executive Director)
Soo Kim Wai 12 12 100
Voon Seng Chuan 12 12 100
(Senior Independent Non-Executive Director)
Seow Yoo Lin 12 12 100
(Independent Non-Executive Director)
89
Number of Meetings
Name of Members Held During
Attended %
Tenure in Office
Farina binti Farikhullah Khan 12 10 83
Hong Kean Yong 12 12 100
Dato’ Kong Sooi Lin 12 11 92
Felicity Ann Youl 12 12 100
Tan Sri Azman Hashim 1 1 100
(Non-Independent Non-Executive Chairman)
(Retired on 29 April 2022)
AEC
Number of Meetings
Name of Committee Members Held During
Attended %
Tenure in Office
Seow Yoo Lin (Chairman)
5 5 100
5 4 80
5 5 100
RMC
Number of Meetings
Attended %
Tenure in Office
Dato’ Kong Sooi Lin (Chairperson)
6 6 100
Hong Kean Yong
6 6 100
6 6 100
Felicity Ann Youl
(Independent Non-Executive Director) 6 6 100
(Appointed as member on 15 April 2022)
90
GNRC
Number of Meetings
Attended %
Tenure in Office
Farina binti Farikhullah Khan (Chairman)
8 7 88
Soo Kim Wai
8 8 100
Voon Seng Chuan
8 8 100
Seow Yoo Lin
8 8 100
8 8 100
GITC
Number of Meetings
Attended %
Tenure in Office
Hong Kean Yong (Chairman)
6 6 100
Voon Seng Chuan
6 6 100
6 6 100
INTERNAL CONTROL FRAMEWORK
3.1 OVERVIEW
The Group’s focus is on achieving sustainable and profitable growth within its risk management
framework by ensuring sound risk practices and business outcomes are achieved and aligned
through a set of limits and controls and policies and procedures to safeguard the Group’s
sustainable risk-taking and sufficient returns. The Group’s annual strategic business plans and
budgets are prepared by the Group’s business divisions, which are reviewed and recommended by
Group CEO for submission to the Board for approval. Progress of the Group’s business plans and
performance achievements are rigorously tracked and reviewed against the budget in monthly
review meetings and specific taskforce set up for the purposes of monitoring our key focus areas
allowing for timely responses and corrective actions to be taken to mitigate risks.
91
The Group has adopted a coordinated and formalised approach to risk management and internal
control, which is operationalised through the “Three Lines of Defence” concept. The Business Units
(including Shariah Management Department) form the first line of defence, Risk and Compliance
(including Shariah Review and Shariah Risk Management for Islamic Banking) form the second line
of defence, while Internal Audit (including Shariah audit for Islamic Banking) forms the third line of
defence. The key risk management and internal control processes are implemented via the
following:
• The RMC of the Group and its major subsidiaries assist the Board in the oversight of the
overall risk management structure. At senior management level, a number of management-
level committees have been established to assist the Board to holistically manage the risks
and business of the Group. These committees, namely the Group Management Committee,
Group Management Risk Committee, Group Assets and Liabilities Committee, Group
Management Governance and Compliance Committee, Credit and Commitments Committee
and Watchlist and Classification Committee, address all classes of risk within Board
delegated mandates: balance sheet risk, credit risk, legal risk, operational risk, technology
risk, market risk, liquidity risk, Shariah non-compliance risk, compliance risk, reputational
risk, product risk and business, IT project risk and ESG risk.
• The organisational structure is designed to clearly define the accountability, reporting lines
and approving authorities to build an appropriate system of checks and balances,
corresponding to the needs of the business and operations activities. This includes the
empowerment and setting of authority limits for proper segregation of duties.
• Risk management principles, policies, practices, methodologies and procedures are made
available to appropriate staff in the Group. These are regularly updated to ensure they
remain relevant and in compliance with regulatory requirements. The policies,
methodologies and procedures are enhanced whenever required to meet the changes in
operating environment and/or for continuous improvement in risk management.
• The AEC of the Company and its major subsidiaries assist the Board to evaluate the adequacy
and effectiveness of the Group’s system of internal controls. The AEC reviews the Group’s
financial statements and reports issued by Group Internal Audit and the external auditors
including monitoring the corrective actions taken to address issues highlighted in the reports.
• The Shariah Committee is responsible on matters related to Shariah. This includes advising
the Board and senior management on Shariah matters as well as endorsing and validating
products and services, Shariah policies and the relevant documentation in relation to Islamic
Banking business and operations. The Shariah Committee also provides advice and guidance
on management of the Zakat fund, charity and other social programmes or activities.
• The Shariah Oversight Committee, which is a sub-committee to the Shariah Committee,

performs an oversight function via the Shariah Control Functions (i.e. Shariah Review,
Shariah Risk Management, and Shariah Audit). The Shariah Oversight Committee provides
guidance and advice on matters pertaining to Shariah non-compliant incidents as well as
treatment of any Shariah non-compliant income.
92
• Group Internal Audit conducts independent risk-based audits and provides assurance that
the design and operation of the risk and control framework across the Group is effective.
There is also a dedicated team within Group Internal Audit that performs Shariah audit,
which is responsible to conduct independent assessment on the quality and effectiveness of
the Islamic Banking Business’ internal control, risk management systems, governance
processes as well as the overall compliance of the Islamic Banking Business’ operations,
business affairs and activities with Shariah requirements. The AECs review the work of Group
Internal Audit, including reviewing its audit plans, progress, reports issued and status of
resolution of key audit findings highlighted.
• The Group places a strong emphasis in the effectiveness of our human resource
management. The structure and the ability to meet business needs through managing the
most valuable resources, our employees are supported by the necessary tools for staff
success, growth opportunities and knowledge development to attract and retain talent while
remaining competitive.
Guidelines and internal controls within the Group are in place for staff recruitment,
promotion, performance appraisals and rewards as well as matters relating to discipline,
termination and dismissal. Annual appraisal system is implemented for the employees at all
levels within the Group, enforcing dialogue between managers and subordinates for
continuous improvement of the employees’ performance. Training needs analysis is
performed to identify the required training for employees to address the areas of
improvement and upskilling.
Short-Term Incentive (STI) and Long-Term Incentive (LTI) are used primarily to reward and
encourage outstanding individuals for their contribution while protecting the shareholders’
interest. Structured and technical training programmes, and extensive orientation training
are developed to ensure staff are adequately trained and competent in discharging their
responsibilities. Employees are enrolled for various role-based training programmes and
certifications in core competency areas to strengthen their proficiency in their areas of
specialisation. Identified high-potential employees participate in leadership and talent
development programmes as part of building the pipeline of future leaders to support the
Group. The Group has also embarked on a Digital Academy programme to equip its
employees to support the Group’s digital transformation journey.
• The Code of Conduct is the testament of the Group’s commitment to uphold, maintain and
demonstrate a high level of integrity, professionalism and ethical conduct. The Code of
Conduct provides a clear direction in conducting business, interacting with community,
government and business partners as well as general workplace behaviour. The Board takes
a leadership role in shaping and driving the governance of, and compliance with, policies and
practices via key management committees, Group Risk, Group Legal, Group Compliance,
Group Internal Audit, Group Information Services, Group Finance, Group Human Resource
and Group Sustainability Council. The Code of Conduct was developed according to a value-
based approach which consists of five (5) key areas: Message from our Group CEO, Ethical
Standards, Company and People, Marketplace and Commitment to Sustainability.
93
• The Code of Ethics is a subset of the Code of Conduct which was established by the Board.
The Code of Ethics has been formulated to protect and enhance the Group's reputation for
honesty and integrity. The Code of Ethics is based on the following principles: compliance
with the law both in letter and in spirit, with the Code and the Group’s policies and
procedures; upholding the highest level of integrity and acting with honesty and
professionalism; identifying and managing conflicts of interest responsibly; ensuring
completeness and accuracy of underlying records, financial or otherwise; ensuring fair and
equitable treatment to all; and, ensuring confidentiality of information and transactions.
• The Group’s Anti-Bribery and Corrupt Practices (ABCP) framework is aligned to the
requirements and obligations imposed under the Malaysian Anti-Corruption Commission Act
2009 (MACC Act 2009) and Guidelines on Adequate Procedures issued pursuant to subsection
(5) of Section 17A of MACC Act 2009. The ABCP policy is approved by the Board and is
formulated to ensure that business is conducted in conformance with the highest level of
integrity and ethics. The Group adopts a zero-tolerance approach to bribery and corruption
in any form, and the ABCP policy serves to protect the institution from financial and
reputational loss as a result of regulatory and/or enforcement censure and action. All
employees are required to comply with the relevant laws and regulations on anti-bribery and
corruption.
• The Group has in place a compliance framework that drives prudent, transparent and
inclusive business conduct, compliant to the requirements of the Malaysian regulatory and
supervisory framework. The framework provides the methodology and approach for risk
identification, prevention and mitigation. The Compliance function promotes the safety and
soundness of the Group’s practices and conduct by minimising financial, reputational and
operational risks arising from regulatory non-compliance.
• The Group believes in and embraces a culture of complete adherence to regulatory rules and
regulations; demanding the highest ethical standards and integrity, where the Board and
senior management lead by example. The Group continues to exercise and enhance its due
diligence and governance processes and remains vigilant to emerging risks as well as
sensitive towards heightened regulatory surveillance and enforcement.
• Training is provided to employees of the Group on relevant legal and regulatory

requirements, and guidance on implementation of internal controls and processes to
manage compliance risks.
Key Policies and Procedures
The Group’s key policies governing internal control include the AmBank Group Anti-Money
Laundering and Counter Financing of Terrorism Policy, Know Your Customer (KYC), Customer
Identification and Due Diligence Policy, AmBank Group Anti-Bribery and Corrupt Practices Policy,
Operational Risk Management Framework, Politically Exposed Persons Policy, No Gift Policy, Group
Compliance Framework, Group Procurement Policy, Whistleblower Protection Policy, Data
Governance Framework, Stress Testing Policy, Information Security Policy, Business Continuity
Framework and Policy, Technology Risk Management Framework, Retail Credit Policy, Non-Retail
Credit Policy and the Market Risk and Liquidity Risk Management Framework.
94
Of the above, the following were approved/reviewed with material enhancements during the
financial year:
Policy Key Highlights/ Changes

Retail Credit Policy & Non- Enhancements to ensure compliance with Shariah requirements
Retail Credit Policy with regard to the Restructuring & Rescheduling of accounts.
Capital & Operational 1) Updated to align to the latest version of the related
Authority Delegation policies and guidelines of the Group:
(‘COAD’) Policy • added Group Outsourcing Policy as part of the
existing policies approved by the
Board under Section 2.0 - Applicability of the COAD
Policy;
• revised Appendix 1C: Approval Authority Matrix for
Business and IT projects;
• revised Appendix 1D: Approval Authority Matrix for
Outsourcing;
• other notes or sentences referencing to the related
policies and guidelines of the Group.
2) Added Authorised Signatories Matrix for Investment

Banking based on the current business operating
structure.
3) Removed AmGeneral Insurance Berhad (‘AmGeneral’) in
COAD Policy following the sale of AmGeneral to Liberty
Insurance Berhad by the Group.
4) Other changes/refinement on:
• abbreviation and descriptions correspond to the
current department/Business Unit name;
• certain notes and sentences for better clarity; and
• referencing to Appendices.
AmBank Group Electronic Framework issued pursuant to BNM Policy Document e-KYC.
Know-Your-Customer (e-
KYC) Framework
Foreign Exchange Notices Updated the policy to reflect current regulatory and internal
Policy requirements.
Know Your Customer, Updated to include e-KYC requirements.

Customer Identification
and Due Diligence Policy
Base Rate Policy Updated the Base Rate Policy to be aligned to BNM’s revised
requirements in the Reference Rate Framework issued on 11
August 2021.
95
Policy Key Highlights/ Changes
Funds Transfer Pricing 1) Updated the section on Roles and Responsibilities to
Framework include computing the spread adjustment as part of
Capital Balance Sheet and Management’s scope.
2) Updated the section on Approaches to include

Standardised Base Rate as one of the variable /
administered rates.
Internal Capital Adequacy Updated the Comprehensive Risk Assessment to be consistent
Assessment Process Policy with the Group Risk newly introduced risk assessment process.
Group Outsourcing Policy New
REMUNERATION
4.1 QUALITATIVE DISCLOSURE
The Group Remuneration Objectives
The Group’s remuneration structure is governed by the GNRC and the Total Rewards Policy of the
Group, where inputs from control functions and Risk Management Committee of the Board are
solicited. This policy is applicable to all divisions and subsidiaries within the Group, seeks to ensure
that we are able to attract, motivate and retain employees to deliver long-term shareholder returns
taking into consideration risk management principles and standards set out by BNM Policy
Document on Corporate Governance.
An independent review is conducted periodically to ensure that the Total Reward Policy and practice
is in line with the industry practice and continues to support the Group’s Total Reward philosophy.
When formulating and refining the remuneration strategy, consideration is also given to align our
remuneration approach with the Group’s medium to long-term strategic objective, culture and
values in order to drive desired behaviours and achieve objectives set out in the balanced scorecard.
The following are the main thrusts of the Group’s remuneration strategy:
i) Pay for performance measured against the balanced scorecard

• Instills and drives meritocracy
• Ensures linkages between total compensation and annual, medium and long-term
strategic objectives
• Balances employees’ actual fixed and variable pay mix to drive sustainable
performance and alignment to the Group’s culture and value of assessing both
behavioural and quantitative Key Performance Indicators (KPIs) achievements
ii) Provide market competitive pay

• Benchmarks total compensation against other peer organisations of similar size and
standing in the markets and businesses where we operate
• Drives pay-for-performance differentiation with differentiated benchmarking
quartile for top performing employees
96
iii) Guard against excessive risk-taking
• Focuses on achieving risk-adjusted returns that are consistent with the Group’s
prudent risk and capital management, as well as emphasis on long-term sustainable
outcomes
• Designs variable payout structure with long-term performance through deferral and
allowance for clawback arrangements
The Group’s Approach to Remuneration
The Group’s remuneration is made up of two (2) components; fixed pay and variable pay.
What Why How

Why and Linkages to Strategy
Fixed Pay • Base Salary Pay for Position (or market • Adhering to the market value
value of the job) to attract and of the job at the individual’s
• Fixed retain by ensuring the fixed pay competency level, skills,
Allowances is competitive vis-à-vis experience and
comparable organisations responsibilities
• Fixed amount paid monthly
• Typically reviewed and

revised annually
Variable • Short-Term Pay for Performance • Based on the performance of

Pay Incentive the Group, line of business or
(Performanc • Focus employees on the subsidiary and the
e Bonus) achievement of objectives employee’s individual
which are aligned to value performance
• Long-Term creation for the
Incentive shareholders • Measured against a balanced
(AMMB scorecard with KPIs and
ESS) • Align payout to time targets agreed at the
horizon of risk to avoid beginning of each financial
excessive risk taking and year
provide for deferral, malus
and forfeiture • Awards for individuals in
arrangements senior management positions
and/or positions with
significant organisational
responsibilities that have
material impact on the
Group’s performance and risk
profile is subject to deferral
• Deferred remunerations are

paid in cash
97
Determination of Short-Term Incentive (Performance Bonus) Pool and Individual Award
The following mechanisms are used to derive the Group’s short-term incentive pool and incentive
pools for business units and/or subsidiaries:
Group’s A function of profits benchmarked Guided by the Group Short-Term Incentive

Short-Term against peer comparators and / Performance Bonus Framework, based
Incentive Pool calibrated against: on:
• Risk adjustments • financial and non-financial metrics

covering employees, customers,
• Distribution of earning between shareholders, risks and compliance
shareholders and employees objectives; and
• review and evaluation by the GNRC

and subsequently approved by the
Board. The GNRC has the discretion
to adjust the pool where required,
based on the Group’s performance,
capital requirements, economic
conditions, competitive landscape
and retention needs.
Business Unit The Group pool is reallocated to the Inputs from control functions (Audit,
/ Subsidiaries business units/ subsidiaries taking Compliance and Risk) are sought.
Short-Term into account:
Incentive Pool The Chief Internal Auditor is measured
Allocation • each unit’s actual performance independently with the performance
achievement against target, outcome being recommended by the AEC,
and while the Chief Risk Officer and the Chief
Compliance Officer are measured
• the relative performance of independently with the performance
each unit outcome being recommended by the
RMC.
measured through each unit’s
balanced scorecard and evaluated
by the Group CEO and the GNRC.
Individual award is based on the employee’s performance, measured through a balanced scorecard
that takes into account qualitative and quantitative objectives as set out in the individual’s KPIs.
The performance of control functions (Audit, Compliance and Risk) is assessed independently from
the business units they support to prevent any conflicts of interests.
Retention Award (deferred component of the Short-Term Incentives received), are paid in cash in
two (2) equal instalments over a period of two (2) years. No further performance condition applies.
Sales employees are incentivised via respective sales incentive plans to promote the development
of mutually beneficial long-term relationships with their customers, rather than short-term gains.
As such, non-financial metrics such as customer satisfaction and fair dealing principles are
incorporated into their KPIs and with compliance as payout triggers.
98
Long-Term Incentive (AMMB ESS)
The AMMB ESS forms the Group’s long-term compensation component that is forward looking with
rewards based on the Group’s future performance. The ESS allows for the following objectives to
be met:
• Align long-term interest of senior management with those of shareholders;
• Retain key employees of the Group whose contributions are essential to the long-term
growth and profitability of the Group;
• Attract potential employees with the relevant skills to contribute to the Group and to create
value for shareholders; and
• Deliver compensation in a manner that drives the long-term performance of the Group.
The ESS is delivered in the form of performance shares, namely Long-Term Incentive, that vests over
a period of three (3) years, contingent on the Group meeting its long-term performance targets:
Variable Pay Deferrals
Variable pay for individuals in senior management positions and/or positions with significant
organisational responsibilities that have material impact on the Group’s performance and risk
profile is subject to deferral.
The deferral award consists of two (2) components with the objective of:
i) Retaining key employees (Deferred Short-Term Incentive); and
ii) Driving the Group’s long-term performance and sustainability (Long-Term Incentive Award)
Malus of unvested/ unpaid awards will be triggered by material violation, negligent, willful
misconduct and fraud and breach of compliance as well as Anti-Money Laundering and Counter
Financing Terrorism as outlined in the ESS By-Laws scheme rules.
4.2 QUANTITATIVE DISCLOSURE
The total remuneration (including benefits-in-kind) of the Directors and the Chief Executive Officer
of the Company for FY2023 were as follows :-
Remuneration received and/or receivable from the Group (RM’000)
Other
Benefit
Chief Executive Officer Fee Salary Emolumen Bonus2 Total
in kind3
ts1
Dato’ Sulaiman Mohd Tahir
- Non-deferred payment received
- 2,668 2,123 2,216 39 7,046
in FY2023
- Deferred STI payment received
- - 2,111 2,631 - 4,742
in FY2023
99
Fee Emoluments4
Salary
(RM’000) (RM’000) Benefit in
Non-Executive Directors & Total
kind3
Bonus AMMB Subsidiary AMMB Subsidiary
Tan Sri Md Nor bin Md Yusof
- 193 - 303 - 7 503
Robert William Goudswaard - 200 - 138 - 1 339
Soo Kim Wai - 200 150 70 120 20 560
Voon Seng Chuan - 200 160 105 270 2 737
Seow Yoo Lin - 200 150 123 70 2 545
Farina binti Farikhullah Khan - 200 150 103 90 5 548
Hong Kean Yong - 200 - 110 - 2 312
Dato’ Kong Sooi Lin - 200 150 105 60 1 516
Felicity Ann Youl
- 192 - 64 - 1 257
Tan Sri Azman Hashim
- 17 - 123 - 2 142
(Retired on 29 April 2022)
Notes:
1 CEO Other Emoluments comprises of statutory contributions and vested deferred shares for LTI FY2019 and STI FY2020.
2 CEO Bonus paid during FY2023 comprises of bonus, deferred STI and payments due to conversion from permanent to
contract employment.
3 Benefits-in-kind comprised provision of medical claims and any expenses incurred by the CEO and Directors in performing
their duties.
4 Non-Executive Director Emoluments comprised Board Committee allowance, meeting allowance and allowance to the
Chairman of the Board.
The remuneration of the following directors of the Company who sit in other subsidiaries of the
Group during FY2023 is disclosed under the subsidiaries column of the above table :-
Soo Kim Wai Director of AMMB and AmBank (M) Berhad
Voon Seng Chuan Director of AMMB and Chairman of AmBank (M) Berhad
Seow Yoo Lin Director of AMMB and AmInvestment Bank Berhad
Farina binti Farikhullah Khan Director of AMMB and AmBank Islamic Berhad
Dato’ Kong Sooi Lin Director of AMMB and AmInvestment Bank Berhad
The Non-Executive Directors were not granted any option for FY2023. Options granted and vested
to the Group CEO is as follow :-
Number of Scheme Shares pursuant to AMMB ESS
Balance as at Balance as at
Group CEO Granted* Vested# Forfeited^
1.4.2022 31.3.2023
Dato’ Sulaiman Mohd
1,635,550 1,077,800 (793,150) (141,300) 1,778,900
Tahir
Notes:
* Granted pursuant to the new Executives’ Share Scheme of AMMB, the Company’s ultimate holding company. The
vesting of the Scheme Shares are conditional upon the satisfaction of the service condition and the performance targets
of AMMB Group, and all other conditions as set out in the By-Laws of AMMB Executives' Share Scheme.
# Vesting of Scheme Shares
^ Forfeited due to non-vesting of Short-Term/Long-Term Incentive Award pursuant to the By-Laws of AMMB Executives'
Share Scheme.
100
The breakdown of the total amount of remuneration awards for Group CEO for FY2023 as shown
in table below :-
Unrestricted Deferred
Total Value of Remuneration Awards
(RM’000)1 (RM’000)
Fixed Remuneration
a) Cash-based 2,668 -
b) Shares and share-linked instruments - -
c) Other - -
Variable Remuneration
a) Cash - Non-deferred 2,216 -
Cash - Deferred STI paid in FY2023 2,6312 -
b) Shares and share-linked instruments 2,970 2,0333
c) Other - -
1
computed based on actual remuneration received in FY2023, excluding statutory contribution, shares
dividend and Benefits-In-Kind amounting to RM1,303,443.
2
deferred STI bonus and payments received due to conversion from permanent to contract employment.
3
Long Term Incentive of performance shares unit at grant.
Remuneration of Senior Management and Material Risk Takers
(A) The breakdown of the total amount of remuneration awards for senior management (11)
and Material Risk Takers (212) for FY2023 as shown in table below :-
Senior Management1 Material Risk Takers2

Total Value of
Remuneration3 Awards Unrestricted Deferred Unrestricted Deferred
(RM’000) (RM’000) (RM’000) (RM’000)
Fixed Remuneration
a) Cash-based 16,058 - 95,379 -
b) Shares and share-
- - - -
linked instruments
c) Other - - - -
Variable Remuneration
a) Cash-based 6,366 6,366 39,056 9,731
b) Shares and share-
- 7,454 - 18,608
linked instruments
c) Other - - - -
Note1: Senior management are C-Suite positions, which reports directly to Group CEO. The appointments,
performance evaluations and remuneration decisions of these positions are approved by Board with the
exception of the Group Chief Internal Auditor which is approved by the AEC.
Note2: Material Risk Takers are defined as employees whose responsibilities have a material impact on the
Group's performance and risk profile, and employees whose responsibilities require them to take on material
risk exposures on behalf of the Group. Deferred variable remuneration is applicable to these individuals in
the event it exceeds the threshold amount.
Note3: Remuneration based on payout received in FY2023.
101
(B) Breakdown of deferred remuneration awards :-
Category Senior Management Material RiskTakers
(RM'000) (RM'000)
Total outstanding deferred remuneration
Cash 8,167 10,977
Shares 27,042 63,199
Total outstanding deferred and retained remuneration of which exposed to ex post explicit
and/or implicit adjustment
Cash 8,167 10,977
Shares 27,042 63,199
Total amendment due to ex post explicit adjustments
Cash - -
Shares 3,972 5,702
Total amendment due to ex post implicit adjustments
Cash - -
Shares - -
Total deferred remuneration paid out in the financial year
Cash 4,984 6,111
Shares 6,136 12,928
(C) Guaranteed bonuses, sign-on bonuses and severance payments :-
Category Senior Management Material Risk Takers

Number of guaranteed
- -
bonuses
Number of sign-on awards 1
Number of severance
- -
payments
Total amount of above
206
payments made (RM'000)
Note: Based on payment received in FY2023. Total recipient and payment are in aggregate due to
confidentiality.
102
103

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913

CORPORATE GOVERNANCE REPORT

STOCK CODE : 1013

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT

(2) The Group’s core values – p2ace

Principled Integrity and professionalism remain the thrust of all we

• To ensure that appropriate policies are in place, adopted effectively and

• To review and approve financial statements; and

• To ensure that there is an appropriate succession plan for members of the

The Group’s sustainability strategies are disclosed in the Sustainability Report

• Settings value and standards

• Ensures appropriate procedures in place to govern the

• Maintains relationship of trust between Executive, Non-

• Ensures decisions taken on a sound and well-informed basis

• Sets Board agenda and ensures accurate, timely and clear

• Encourages healthy discussion and dissenting views can be

• Leading efforts to address the Board’s development needs

(2) The Chairman is a Non-Executive Director, which is in line with

(3) The Group CEO is not a member of the Board.

• Conduit between the Board and Management in ensuring the

• Implementation of policies, strategies and decisions adopted

• Manage the day-to-day operations of the Group’s business

(2) The Chairman of the Board is not a member of any Board

(3) The role of Ms Koid as the Group Company Secretary is defined in

• Ensures compliance with MMLR of Bursa Securities, BNM and

• Guides and advises the Directors on areas of corporate

• Attends and records all minutes of the Board and Board

• Responsible for the accuracy and adequacy of records of the

• Advises Directors and senior management of their duties and

• Briefs the Board on the content and timing of sensitive / material

(4) Board Induction programme is facilitated by the Group Company

On-going internal and/or external trainings are organised to ensure

(5) Ms Koid keeps herself abreast of the evolving regulatory changes

Trainings attended by Ms Koid during FY2023, aside from internal e-

Date Course Title

Notices and meeting materials are circulated to the members of the

Minutes are confirmed as correct record of the proceedings at the

(4) Decisions, recommendations and requests from the Board for

The Board Charter is available on the Company’s corporate website at

The role of Senior Independent Director and Board Committees are as

• A sounding board for the Chairman

Corporate Matters Strategy and Budget

The Code of Conduct and Ethics is published on the company’s website.

The Code of Ethics (CoE) forms part of the CoC.

Professional and ethical conduct is the responsibility of every Director

The CoC is summarised as follows :-

The CoE provides the framework for decision-making and guides

Explanation on : (1) The Whistleblower Protection Policy (WPP) provides the

The WPP is to be read in conjunction with the Whistleblower

The WPP is reviewed biennially and was last reviewed and

(2) The WPP is premised on ten (10) principles, which are :-

(3) The procedures to whistleblow are as follows :-

Dedicated Ombudspersons, email address and postal address

(4) The Board’s Ombudsperson is an Independent Non-Executive

Reviews and determines appropriate decision and/or actions

Strategic management of material sustainability matters should be driven by senior

Through the Group’s governance structure, clear functions have been

Based on the Directors’ profile, one of the Board members have

Sustainability is not just an extension of the Group’s business activities