Bursa Malaysia • Annual Report 2013
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1.6 Qualified and Competent Company Secretaries
Both Company Secretaries of Bursa Malaysia are persons with
legal qualifications, and are qualified to act as company secretaries
under Section 139A of the Companies Act 1965 (CA). The Board is
satisfied with the performance and support rendered by the Company
Secretaries to the Board in the discharge of their functions. The
Company Secretaries play an advisory role to the Board in relation
to the Company’s constitution, Board policies and procedures and
compliance with the relevant regulatory requirements, codes or
guidance and legislations. The Company Secretaries support the
Board in managing the Group Governance Model, to ensure the same
continues to be effective and relevant.
The Company Secretaries ensure that deliberations at Board and
Board Committee meetings are well captured and minuted, and
subsequently communicated to the relevant Management for
necessary actions. The Board is updated by the Company Secretaries
on the follow up or implementation of its decisions/recommendations
by the Management.
The Company Secretaries constantly keep themselves abreast of
the evolving capital market environment, regulatory changes and
developments in CG through continuous training.
1.7 Board Charter
The Board’s charter is embedded in the Governance Model
document of the Company which is available on the corporate
website. The document sets out clearly amongst others, the roles
and responsibilities of the Board and the Board Committees and the
processes and procedures for convening of their meetings. It serves
as a reference and primary induction literature, providing insights to
prospective and existing Board members and Management on the
fiduciary and leadership functions of Directors of Bursa Malaysia.
The Board reviews its charter regularly, to keep itself up to date with
new changes in regulations and best practices and to ensure its
effectiveness and relevance to the Board’s objectives. In November
2013, the Board conducted a review of its charter and approved the
updated charter
8
.
2. Strengthen Composition
2.1 Nominating Committee
The TOR of the NRC provides that it shall comprise five Non-Executive
Directors of whom two are PIDs and three are Independent Non-
Executive Directors (NEDs). The NRC is chaired by a PID. The Senior
Independent Non-Executive Director (SID) for 2013, Tan Sri Ong Leong
Huat was appointed as a member of the NRC on 28 March 2013 to
replace the previous SID for 2012, Mr. Cheah Tek Kuang who had
served as a NRC member since 12 May 2009 until his retirement at
the 36
th
Annual General Meeting (AGM).
Governance
Corporate Governance Statement
The TOR of the NRC further provides that it shall have specific
responsibilities in relation to nomination and remuneration matters.
With respect to nomination matters, the specific responsibilities of the
NRC shall include, amongst others:
•
Formulating the nomination, selection and succession policies for
the members of the Board;
•
Making recommendations to the Board on new candidates for
appointment and re-appointment/re-election of Directors to the
Board;
•
Reviewing the required mix of skills, experience and other
qualities of the Board annually;
•
Reviewing and recommending to the Board the appointment
of members of Board Committees established by the Board
annually;
•
Establishing a set of quantitative and qualitative performance
criteria to evaluate the performance of each member of the
Board, and reviewing the performance of the members of the
Board; as well as
•
Ensuring that orientation and education programmes are
provided for new members of the Board, and reviewing the
Directors’ continuing education programmes.
2.2 Develop, Maintain and Review Criteria for Recruitment and
Annual Assessment of Directors
a. Recruitment or appointment of Directors
The policies and procedures for recruitment or appointment
(including re-election/re-appointment) of Directors are detailed
out in a document approved by the Board referred to as the
Protocol for Appointment of Directors and Board Committee
Members of Bursa Malaysia (the Protocol). The NRC is guided
by the Protocol in carrying out its responsibilities in respect of
the nomination, selection and appointment process, which also
provides the requirements under the relevant laws and regulations
on the matter. In this respect, the Board has established a pool
of potential Directors of Bursa Malaysia, for its reference when
considering new appointments, in line with the sourcing process
and criteria for candidates as set out in the Protocol. The pool
is refreshed from time to time, to ensure the list of candidates
available for the NRC/Board’s consideration remains relevant and
offers the talents/skills required.
In conjunction with the implementation of the Board’s nine-
year Policy for Independent NEDs to ensure continued effective
functioning of the Board, the Board composition was refreshed
in March 2013 with new experience, knowledge, and expertise
in the areas of business/finance, capital market and industry
development, as well as information technology, to complement
the remaining Directors on the Board, in meeting the current and
future needs of Bursa. The review process involved the NRC’s
consideration and submission to the Board its recommendation
of suitable candidates for the proposed appointment as Directors
of the Company. With the Board’s approval of the NRC’s
recommendation in November 2012, the SC’s concurrence
8
It is available at
Us-Corporate Governance section
