Board of Directors
Open ↗(1) There shall be a Board of Directors of the Bank.
(2) The Board shall—
(a) be responsible for the general administration of the affairs and business of the Bank and the approval of the budget and operating plan of the Bank;
(b) have oversight of the management of the Bank and keep under constant review the performance of the Bank in giving effect to its objects, carrying out its functions and the use of the resources of the Bank; and
(c) be responsible for such other matters as provided under this Act.
(3) The Board shall consist of the following members:
(a) the Governor;
(b) not more than three Deputy Governors; and
(c) not less than five but not more than eight directors appointed under subsection 16(1).
(4) The Board may require the Bank to produce any book or document and shall have access to any information which is necessary or relevant for the carrying out of its functions under this Act.
(5) For the purposes of carrying out its functions under this Act, the Board may issue by-laws as are necessary and expedient in relation to the administration, affairs and business of the Bank or in respect of any other matters as set out in this Act.
Governor and Deputy Governor
Open ↗(1) The Governor shall be appointed by the Yang di-Pertuan Agong and the Deputy Governors by the Minister.
(2) The Governor and Deputy Governors shall be persons of impeccable reputation with proven experience and recognized knowledge in monetary or financial matters.
(3) The Governor and Deputy Governors shall be appointed on such terms and conditions as provided for in their respective letters of appointment.
(4) The Governor shall be appointed for a term of five years and the Deputy Governors shall each be appointed for a term of three years.
(5) The Governor and Deputy Governors shall be eligible for reappointment.
(6) The Governor shall manage the Bank and may, unless otherwise provided under this Act or any other written law, exercise all powers and do all acts which may be exercised or done by the Bank under this Act or such written law.
(7) During the absence of the Governor or inability of the Governor to act due to any cause, the Deputy Governor designated by the Board, on the recommendation of the Board Governance Committee, shall manage the Bank and exercise all powers and do all acts which may be exercised or done by the Governor under subsection (6).
(8) The Governor and Deputy Governors shall, unless provided otherwise under this Act, devote the whole of their professional time to the service of the Bank and while holding office shall not occupy any other office or employment whether remunerated or not:
Provided that they may if so appointed with the approval of the Minister—
(a) become directors, governors or members of a board, by whatever name called, or of a committee or task force of any international financial institution or international organization which the Government or Bank participates in or is a member of or to which the Government has adhered or given support or approval;
(b) become directors of any corporation which is established by the Bank under this Act or of any corporation in Malaysia which the Bank has acquired or holds shares in;
(c) become members of any committee or commission referred to in subsection 70(1); or
(d) become members of any charitable or educational organisation.
(9) Notwithstanding subsection (8) or any other provision in this Act, the Governor or Deputy Governors may be appointed by any written law to exercise such powers, discharge such duties, and perform such functions under any written law, and to be conferred with such title of office as may be set out in such written law.
(10) The Governor and Deputy Governors shall be accountable to the Board for their acts and decisions.
(11) The Governor may resign from office by notice in writing under his hand addressed to the Yang di-Pertuan Agong and in the case of a Deputy Governor by notice in writing under his hand addressed to the Minister.
Appointment of director
Open ↗(1) The directors referred to in paragraph 14(3)(c) shall be appointed by the Yang di-Pertuan Agong on the advice of the Minister on such terms and conditions as provided for in their respective letters of appointment.
(2) Before giving advice on an appointment of a person to the office of director under subsection (1), the Minister shall have regard to—
(a) that person’s probity and standing;
(b) that person’s knowledge, skill and experience in banking, economics or finance; and
(c) the likelihood of any conflict between the interests of the Bank and any interest which that person has or represents.
(3) A director shall, at all times, act honestly and in the best interest of the Bank and use reasonable diligence in the discharge of the duties of his office.
(4) A director shall not make improper use of any information acquired or exercise any improper influence by virtue of his position as a director to gain, directly or indirectly, an advantage for himself or for any other person.
(5) A director shall not act as representative or delegate on the Board from any commercial, financial, agricultural, industrial or other interests with which he may be connected:
Provided that the prohibition shall not extend to any director holding or for the time being acting in the office of Secretary General to the Treasury.
(6) Except as provided in paragraph 17(2)(a), a director appointed under subsection (1) shall hold office for a term of three years and shall be eligible for reappointment.
(7) The directors appointed under subsection (1) shall be paid by the Bank such remuneration and allowances as may be approved by the Minister.
(8) A director may resign from office by notice in writing under his hand addressed to the Yang di-Pertuan Agong.
Disqualification of Governor, Deputy Governor and director
Open ↗(1) No person shall be appointed or shall remain as Governor, Deputy Governor or other director of the Bank if he—
(a) is or becomes a member of the Senate or House of Representatives or any Legislative Assembly;
(b) subject to paragraph (2)(a), is or becomes a public officer;
(c) subject to paragraph (2)(b), is or becomes an officer or a director of any entity under the supervision of the Bank;
(d) is convicted of a criminal offence involving dishonesty or of any criminal offence for which he has been sentenced to imprisonment;
(e) is or becomes bankrupt or suspends payment or compounds with his creditors;
(f) is or becomes involved in any activity which may interfere with his independence in discharging his duties; or
(g) is not a Malaysian citizen.
(2) Notwithstanding subsection (1)—
(a) a director appointed under subsection 16(1) may be the person holding the office of Secretary General to the Treasury, and notwithstanding subsection 16(6) shall remain a member of the Board for so long as he holds the office of Secretary General to the Treasury or for such lesser time as may be provided in his letter of appointment; and
(b) a Deputy Governor appointed with the approval of the Board to the board of any body corporate established or acquired by the Bank under section 48 shall not be required to vacate his office as member of the Board.
(3) The Yang di-Pertuan Agong may terminate the appointment of the Governor or any director appointed under subsection 16(1), and the Minister may terminate the appointment of any Deputy Governor, if he—
(a) becomes of unsound mind or incapable of carrying out his duties;
(b) is guilty of serious misconduct in relation to his duties;
(c) is absent, except on leave granted by the Minister in the case of the Governor, or by the Governor in the case of all other directors, from all meetings of the Board held during two consecutive months or during any three months in any period of twelve months;
(d) fails to comply with his obligations under section 20; or
(e) is disqualified under subsection (1).
Vacancies in office of Governor, Deputy Governor or director
Open ↗If the office of the Governor or any Deputy Governor or any other director becomes vacant before the expiry of the term for which he has been appointed, another person may be appointed by the Yang di-Pertuan Agong in the case of the Governor or a director appointed under subsection 16(1), or by the Minister in the case of a Deputy Governor, for the unexpired period of the term of office of the person in whose place he is appointed.
Meetings of Board
Open ↗(1) The Governor shall be the chairman of the Board and in his absence, the directors present shall elect a chairman among the directors appointed under subsection 16(1) and the person so elected shall preside and have all the powers of the chairman.
(2) The Board may meet as often as necessary but not less than once in each month.
(3) The chairman or any other director may, at any time, call a meeting of the Board.
(4) The person calling a meeting shall ensure that—
(a) each director is given at least three days’ notice of the meeting; or
(b) if the meeting is to be convened as a matter of urgency, the directors agree to waive the requirement under paragraph (a).
(5) At any meeting of the Board, the quorum shall be five directors, the majority of whom shall be directors appointed under subsection 16(1) and decisions shall be adopted by a simple majority of the votes of the directors present and voting:
Provided that in the case of an equality of votes, the chairman shall have a casting vote.
(6) The chairman of the Board may authorize a director to use live video, television links or other appropriate communication or multimedia facilities to participate in any meeting of the Board where, prior to the meeting, the director, by notification to the chairman, has requested for such authorization and the director shall be treated as being present for the meeting.
(7) A resolution in writing, signed by all of the directors, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held and any such resolution may consist of several documents in like form, each signed by one or more directors.
Disclosure of interest
Open ↗(1) A director who has any direct or indirect interest in any dealing or business with the Bank or in the exercise or proposed exercise by the Bank of a power shall disclose that interest at the first meeting of the Board at which he is present after the relevant facts have come to his knowledge.
(2) A disclosure under subsection (1) shall be recorded in the minutes of the meeting of the Board and, after the disclosure, the director—
(a) shall not be present at, or take part in, any deliberation or decision of the Board with respect to that dealing or business or the exercise or proposed exercise of the power; and
(b) shall be disregarded for the purpose of constituting a quorum of the Board for any such deliberation or decision.
(3) No act or proceeding of the Board shall be invalidated on the ground of the contravention of subsection (1) by a director.
(4) A director who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one million ringgit.
Board committees
Open ↗(1) The Board shall establish the following committees of the Board:
(a) the Board Governance Committee;
(b) the Board Audit Committee; and
(c) the Board Risk Committee.
(2) Each Board Committee shall be responsible for such matters and shall have such functions as provided under this Act.
(3) The Board Governance Committee shall have the following functions:
(a) to recommend members of the Monetary Policy Committee, Assessor Committee and other committees of the Bank as may be appointed or established by the Bank from time to time;
(b) to examine and recommend to the Board the budget and operating plan of the Bank for approval; and
(c) to be responsible for such other matters as provided under this Act.
(4) The functions of the Board Audit Committee shall be to assist the Board in its oversight of—
(a) the integrity of the accounts and financial statements of the Bank;
(b) the effectiveness of the internal control system of the Bank;
(c) the performance of the internal audit function of the Bank; and
(d) the compliance by the Bank with legal and regulatory requirements.
(5) The functions of the Board Risk Committee shall be to assist the Board in its oversight of the review and management of the enterprise risks of the Bank.
(6) Each Board Committee shall consist of at least three directors appointed under subsection 16(1).
(7) Unless the Board determines otherwise, the procedures of each Board Committee shall be as set out in the First Schedule.
Source: Laws of Malaysia, Attorney General's Chambers of Malaysia (lom.agc.gov.my). Not a copy of the Gazette printed by the Government Printer (Interpretation Acts 1948 and 1967, s 61).
