Bursa Malaysia • Annual Report 2013
52
In late October 2013, another Board strategy session was held
where Management’s final proposal on the 2014-2016 BRP and
the 2014 Budget were presented to the Board and approved.
b. Overseeing the conduct of the Company’s business
The CEO is responsible for the day-to-day management of the
business and operations of the Group in respect of both its
regulatory and commercial functions. He is supported by the
Management Committee
4
and other committees established
under the Group’s Management Governance Framework
5
(MGF).
Following a business process improvement review exercise
conducted by Management, the MGF was enhanced in March
2013 with the setting up of a new committee namely, the
Business Case Approving Committee, to consider and approve
business cases on programmes, projects and/or initiatives
involving financial, technology and/or human resources of the
organisation.
Management’s performance, under the leadership of the CEO, is
assessed by the Board through a status report which is tabled
to the Board and which includes a comprehensive summary
of the Group’s operating drivers and its financial performance
during each reporting period. The Board is also kept informed
of key strategic initiatives, significant operational issues and the
Group’s performance, based on the approved KPIs in the CBS.
To ensure independence of the regulatory function, the Director
of Regulation provides the Board with a separate status report
on a regular basis, to inform the Board of actions taken by the
Regulation division as well as provide updates on regulatory
initiatives. Management also presents to the Board (in the first
quarter of every year) a report on the extent of Bursa Malaysia’s
compliance with its regulatory duties and obligations under
the Capital Markets and Services Act 2007 (CMSA) during the
preceding year. In March 2013, the Board reviewed the Annual
Regulatory Report 2012 before it was submitted to the Securities
Commission (SC) in compliance with Section 16 of the CMSA.
In January 2013, the Board reviewed the results of the 2012
Employee Engagement Survey (EES) to assess the level of
employee satisfaction. The survey, conducted by an external
firm, aimed to ensure continuous improvement in the operating
environment by maintaining areas of strength and improving
areas of opportunity for its internal stakeholders. Post-EES,
intervention initiatives were taken to address those areas that
were below the benchmark norms.
c. Identifying principal risks and ensuring the implementation
of appropriate systems to manage them
Through the Risk Management Committee (RMC), the Board
oversees the Enterprise Risk Management (ERM) framework
Governance
Corporate Governance Statement
of the Group. The RMC advises the Audit Committee (AC) and
the Board on areas of high risk faced by the Group and the
adequacy of compliance and control throughout the organisation.
The RMC reviews the risk management policies formulated by
Management and makes relevant recommendations to the
Board for approval. Details of the RMC and the Company’s ERM
framework are set out in the Statement on Internal Control and
Risk Management of this Annual Report.
d. Succession planning
The Nomination and Remuneration Committee (NRC) is
responsible for reviewing candidates for key management
positions, determining compensation packages for these
appointments, and formulating nomination, selection,
compensation and succession policies for the Group. The Board
is satisfied that the NRC, in its current form, effectively and
efficiently discharges its functions in respect of the nomination
and remuneration matters listed separately in its TOR for the
purpose of clarity. As such, there is no need to separate the
nomination and remuneration functions into distinct nomination
and remuneration committees.
In discharging its responsibility, the NRC reviews the Group’s
human resources plan including the succession management
framework and activities, human resources initiatives such
as jobs and salary review, and the annual manpower budget.
Based on the succession management framework which was
approved by the Board in November 2012, the NRC continues
to monitor the actions taken through succession management
updates presented by Group Human Resources (GHR) to ensure
the smooth transition of key personnel into critical positions, and
that the development plans for the identified successors are put
in place based on their readiness to assume the positions.
In 2013, the NRC considered the renewal of service contracts
of key management positions, and also new appointments for
such positions having regard to the suitability of the shortlisted
candidates based on their profiles, professional achievements
and personality assessments. The NRC also considered their
remuneration package(s) in finalising the terms and conditions
of their service contracts.
Pursuant to Clause 12.1 under Part II: Regulatory Oversight of
the Guidance on the Regulatory Role of Bursa dated 28 March
2012, the appointment of any Management Committee position
in Bursa Malaysia is subject to consultation with the SC taking
into account full and proper consideration of the SC’s view on
this matter. The appointment of CEO of Bursa Malaysia is further
subject to the SC’s approval in accordance with Section 10(5) of
the CMSA.
4
The Management Committee members are as set out in the Management Committee/Senior Management section of this Annual Report
5
The Management Governance Framework, which takes effect from 25 May 2011, involves two committees for the governance function, and three committees for the business operations functions, as set out under Section 1.1 of this CG
Statement. It is available at
Us-Corporate Governance section
