Function & Conduct

Function & Conduct

Board responsibilities

UOB (Malaysia) remains firmly committed to upholding good corporate governance which is integral to the Bank's growth and success. The Bank's corporate governance practices are guided by the principles and best practices as set out in the Guidelines on Corporate Governance for Licensed Institutions and the Malaysian Code on Corporate Governance. UOB (Malaysia) is led by a competent and experienced Board which currently comprises seven directors.

The Board is responsible for providing strategic direction, entrepreneurial leadership and guidance, approving annual budgets, ensuring true and fair financial statements, monitoring financial performance, determining capital/debt structure as well as reviewing risk management framework and processes.

Directors have unfettered access to information, Senior Management and the external auditor. Comprehensive and timely financial, risk management and business reports are provided to directors, with sufficient time for them to review before a meeting. Directors may also approach Senior Management should they require any additional information. They also have access to the company secretary whose responsibilities include ensuring that Board procedures are adhered to, and advising the Board on corporate governance issues and applicable legislations and regulations. Where appropriate, directors may seek independent professional advice on any matter pertaining to the Bank, the costs of which are borne by the Bank.

As a group, the directors have vast and varied experience in banking, finance, business and management, and the skills and expertise relevant to the business of the Bank. The directors also recognise the importance of training and development to keep abreast of prudential requirements and best practices. For year 2016, they attended various briefings organized by FIDE on corporate governance, effective board evaluation, cyber-risk oversight and FinTech business opportunity/disruptor. They also attended in-house programmes on shariah governance and compliance requirements, updates on anti-money laundering requirements, financial analysis and the Bank’s digital platform. Through the Bank's continuous development programme, new and existing directors receive training on topics that are relevant to the business of the Bank and which meet the objective of equipping directors with the relevant knowledge and skills to perform their role effectively.

Each new director received an induction package which includes the articles of directorship, terms of reference of the Board and Board Committees, and guidance on directors’ duties. Briefings are organised for new directors to be familiarised with the key areas of the Bank’s business and risk management. New directors also meet with key senior management officers as part of their induction.

The Board meets at least six times a year. Directors' attendance at Board and Board Committee meetings in 2016 is set out in the table below.

Number of meetings attended in 2016
  Board of

Audit Committee

Risk Management Committee

Remuneration Committee Nominating

Dr Wee Cho Yaw

4 N/A N/A 1 1

Mr Ong Yew Huat

6 N/A N/A N/A N/A

Mr Wee Ee Cheong

6 N/A N/A 3 4

Dato' Jeffrey Ng Tiong Lip

6 6^ 4 N/A 4

Puan Fatimah Binti Merican

6 6 4 2^ 4^

Mr Robert Kwan Koh Wah
(Appointed on 4 January 2016)

6 6 4^ N/A 4

Mr Wong Kim Choong

6 N/A N/A N/A N/A

Mr Francis Lee Chin Yong
(Resigned on 31 January 2016)

1 1 1 N/A N/A

Datuk Abu Huraira Bin Abu Yazid
(Retired on 3 February 2016)

1 1 1 1 1

Number of meetings held in 2016

6 6 4 3 4

^ Chairman/Chairperson of Committee.


Directors who are unable to attend a meeting in person may participate via telephone and/or video conference or convey their views through another director or the company secretary. Prior to each Board Meeting, directors are provided with timely and complete information to enable them to discharge their responsibilities and make informed decisions. Records of all meetings are properly maintained. Where a potential conflict between the duties or interests of a director and a matter which concerns the Bank arises, the director concerned must declare the facts and nature of his interest to the Board and abstain from the deliberation on the matter.

Board Charter
Click here for the Board Charter of UOB (Malaysia).

The Board has delegated specific responsibilities to four Board Committees, namely the Audit Committee, Risk Management Committee, Remuneration Committee and Nominating Committee.

Click here for the Constitution of UOB (Malaysia).

Board Committees

The Audit Committee ("AC") comprises three Independent Non-Executive Directors. The role of the AC includes assisting the Board to review financial reports, the internal and external audit functions, and the effectiveness and adequacy of the Bank’s internal control system.

The AC meets the external auditors to review the annual financial statements, nature and scope of the external audit and audit plan, significant changes in accounting standards and audit issues. The AC meets the external auditor separately in the absence of Management at least annually. In addition, the AC reviews the adequacy of the scope, functions and resources of the internal audit function in performing its duties independently. Significant audit findings are highlighted to the AC through audit reports and at the AC meetings. The AC also meets with the internal auditor and the external auditor as often as they deem appropriate to be apprised of matters which are under review.

The AC meets every quarter to review the financial statements. In reviewing the financial statements, the AC assesses the accounting policies and practices applied and any judgement made that may have a significant impact on the financial statements. It recommends the financial statements to the Board for approval.

It also reviews fraud and whistleblowing cases reported to the Bank and investigated independently by Internal Audit. Annually, the AC reviews the policies for handling fraud and whistleblowing cases.

The AC holds at least four scheduled meetings each year. Additional meetings may be called by the AC Chairman to discuss specific issues whenever necessary.

The Risk Management Committee ("RMC") comprises three Independent Non-Executive Directors. It assists the Board in overseeing the establishment and operation of a robust risk management system, policies, processes and procedures to identify, monitor, control and report risks. The RMC also oversees Senior Management's activities in managing credit, market, liquidity, operational, compliance, legal and other risks. It also reviews the Bank's framework in managing money laundering and terrorism financing risks.

The Remuneration Committee ("RC") comprises two Independent Non-Executive Directors and a Non-Independent Non-Executive Director. It reviews the remuneration policy of the Bank and the remuneration for directors, Shariah Committee members, CEO and key senior management officers, for reasonableness and alignment with UOB (Malaysia)'s strategic objectives and corporate values. The RC also supports the Board actively in overseeing the design and operation of the Bank's remuneration system, and recommends framework of remuneration for directors, Shariah Committee members, CEO and key senior management officers for the Board's approval.

The Nominating Committee ("NC") comprises three Independent Non-Executive Directors and two Non-Independent Non-Executive Directors. The main responsibilities of the NC include reviewing nominations for appointment and re-appointments as well as removal of directors, Shariah Committee members, CEO and key senior management officers and the company secretary. NC also oversees the overall composition of the Board and Board Committees. Each year, the NC reviews the size and composition of the Board to ensure that independent directors form a majority of the Board.

Each year, NC assesses the effectiveness of the Board and Board Committees, as well as contribution and performance of each director to the effectiveness of the Board. It assesses the independence of each director annually based on the criteria in Bank Negara Malaysia's Guidelines on Corporate Governance.  In order to promote independent oversight by the Board, an independent director of the Bank shall hold office for a maximum of 6 years or such other term as the NC deems fit but shall not exceed a total of 9 years. The NC also assesses the performance of Shariah Committee members, CEO, key senior management officers and the company secretary.

NC also ensures all directors receive an appropriate continuous development programme and oversees succession plans for the Board, CEO and key senior management officers.