Bursa Malaysia • Annual Report 2013
53
Governance
Corporate Governance Statement
The NRC undertakes yearly evaluation of the performance of key
management personnel (except for the Senior Executive Vice
President, Group Internal Audit who is also the Head of Group
Internal Audit (GIA)), whose remuneration packages are directly
linked to performance, based on their scorecards. For this
purpose, the 2012 CBS and KPI results of the CEO and relevant
key management personnel were reviewed by the NRC in
January 2013. The Head of GIA reports to the AC, which evaluates
and reviews her performance. The annual reward allocation to
the CEO is reviewed by the NRC, after which it is put to the Board
for decision.
e. Overseeing the development and implementation of a
communication policy for the Company
Bursa Malaysia believes in building investor confidence through
good CG practices. The Company carried out its Investor
Relations (IR) activities in accordance with its stated IR Policy,
which is available on its website. The details of the value created
for shareholders are spelt out in the Shareholder Value Creation
section of this Annual Report.
f.
Reviewing the adequacy and integrity of management
information and internal control system of the Company
The Board is ultimately responsible for the adequacy and integrity
of the Company’s internal control system. Details pertaining
to the Company’s internal control system and the review of its
effectiveness are set out in the Statement on Internal Control and
Risk Management of this Annual Report.
1.3 Formalised Ethical Standards through Code of Ethics
The Company’s Codes of Ethics for Directors and employees continue
to govern the standards of ethics and good conduct expected
from Directors and employees, respectively. The Code of Ethics for
Directors, for example, includes principles relating to Directors’ duties,
conflict of interest (COI) and dealings in securities. To promote integrity
and ethical conduct among employees, the Code of Ethics covers all
aspects of the Company’s business operations including matters such
as confidentiality of information, dealings in securities, COI, gifts,
gratuities or bribes, dishonest conduct and sexual harassment.
In addition to the above, the Company’s Whistleblower Policy and
Procedures (WPP) seeks to foster an environment where integrity and
ethical behaviour are maintained and any illegality, improper conduct
and/or wrongdoing in the company may be exposed.The Board has the
overall responsibility for overseeing the implementation of the WPP for
Directors, and all whistle-blowing reports are addressed to the Non-
Executive Chairman of the Board or Senior Independent Non-Executive
Director (SID) of Bursa Malaysia
6
. The AC has the responsibility for
overseeing the implementation of the WPP for the Group’s employees.
Duties in relation to the day-to-day administration of the WPP are
delegated to the Head of GIA and/or designated officer(s) of GIA. The
6
The contact details are set out under Corporate Information of this Annual Report. It is available at
Us - Other Corporate Information section
7
The whistle-blowing report form is available at
, Contact Us - Complaints Against Bursa Malaysia
SID is also responsible for receiving report(s) made by employees
or external parties for the purpose of whistle-blowing in the form as
prescribed under the WPP
7
.
To uphold anti-corruption principles, and to create a business
environment that is free from corruption, continuous education and
awareness programmes were arranged for the employees of Bursa
Malaysia in 2013. Speakers from the Malaysian Anti-Corruption
Commission and the Institute of Integrity Malaysia were invited to brief
employees on the aspects and effects of corruption and integrity.
1.4 Strategies promoting Sustainability
The Board promotes good CG in the application of sustainability
practices throughout Bursa Malaysia, the benefits of which are
believed to translate into better corporate performance. A summary
of sustainability activities which demonstrate Bursa Malaysia’s
commitment to the evolving global environmental, social, governance
and sustainability agenda appears in the Corporate Sustainability
Statement of this Annual Report. A more detailed standalone
Sustainability Report is also available for review on the Bursa Malaysia
website.
1.5 Access to Information and Advice
The Directors have individual and independent access to the advice
and dedicated support services of the Company Secretaries in
ensuring the effective functioning of the Board. The Directors may
seek advice from Management on issues under their respective
purview. The Directors may also interact directly with, or request
further explanation, information or updates on any aspect of the
Company’s operations or business concerns from Management.
In February 2013, Bursa Malaysia implemented its green initiative
to create a paperless meeting environment for the Board and Board
Governance Committee meetings. Under this initiative, the Directors
were provided with electronic devices to enable them to access
meeting papers through a customised solution, instead of receiving
the conventional hard copy meeting papers prior to a meeting. This
solution has various functionalities which enable the Directors to have
access to various documents of the Company including the Board
policies, procedures, rules and guidelines, which are uploaded onto
the device by the Company Secretaries, for the Directors’ convenient
reference. Hence, the Board process has improved significantly as
the Directors are able to access information and documents of the
Company in an efficient and timely manner, to assist them in decision-
making on matters relating to the Company.
The Board may seek independent professional advice at the Company’s
expense on specific issues to enable it to discharge its duties in
relation to matters being deliberated. Individual Directors may also
obtain independent professional or other advice in furtherance of their
duties, subject to approval by the Chairman or the Board, depending
on the quantum of the fees involved.
