Corporate Governance Statement |
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2. Constituting an Effective Board a. Board Balance and Independence The Board of Bursa Malaysia comprises 13 Directors. Four directors are PIDs, eight are Independent NEDs and one Executive Director, who is also the CEO. The four PIDs are appointed by MOF in line with the requirements under the CMSA for the Company to act in the public interest, having particular regard to the need for the protection of investors in performing its duties as an exchange holding company. In addition, the PIDs and Independent NEDs are all independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Directors contributed greatly to the Company through their business acumen, a wide range of functional knowledge and skills from their longstanding experience. They are drawn from differing backgrounds such as accountancy, law, public policy, regulation, business, stockbroking and risk management. The profile of each Director is set out in the Board of Directors' Profile on pages 18 to 24 of the Annual Report. The Board is satisfied with its existing number and composition. It is also of the view that it has the right mix of skills, experience and strength in qualities which are relevant to enable the Board to carry out its responsibilities in an effective and competent manner. In the organisation, the Chairman, who is a PID, leads the Board to ensure its effectiveness while the CEO is responsible for the competent and efficient management of the business and operations of the Company. The distinct and separate roles of the Chairman and CEO, with a clear division of responsibilities, ensures a balance of power and authority, such that no one individual has unfettered powers of decision-making. As at 31 December 2008, the Company has more than 50% public shareholding. None of the Directors are nominees of the Company's substantial shareholders, and the Company does not have any "significant shareholders" as defined under the CG Code2. In view of the composition of the Board and the calibre, expertise and experience of the Directors, the interests of investors including the Company's minority shareholders and the public are adequately protected and advanced.
2 Under the CG Code, a "significant shareholder" is defined as a shareholder with the ability to exercise a majority of votes for the election of directors. CMDF and MOF Inc, being the largest shareholders in Bursa Malaysia as at 31 December 2008 have equal shareholdings in the Company. Details of their shareholdings are set out in Statistics of Shareholdings as at 30 January 2009 on page 150 of the Annual Report.
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