Bursa Malaysia • Annual Report 2013
55
was sought pursuant to Section 10(1)(b) of the CMSA on the
proposed appointment of the three candidates, namely Datuk
Karownakaran @ Karunakaran Ramasamy, Mr. Chay Wai Leong
and En. Ghazali Haji Darman.
At the 36
th
AGM held on 28 March 2013, the three new Directors
were elected by the shareholders in accordance with Article
69 of the Articles of Association (AA) of the Company. Three
Independent NEDs retired at the close of the 36
th
AGM, after
having served the Board of Bursa Malaysia for nine years. One
Independent NED who did not seek re-election also retired in
accordance with Article 69 of the AA. Datuk Puteh Rukiah Abd
Majid later retired as PID after serving a term of two years from
27 May 2011 to 26 May 2013.
i.
Review of candidates proposed for appointment as Directors
The NRC’s review of the criteria to be used in the appointment
process largely focuses on ensuring a good mix of skills,
experience and strength in the qualities that are relevant
for the Board to discharge its responsibilities in an effective
and competent manner. The other factors considered by
the NRC in its review include the candidates’ ability to
spend sufficient time and commitment on Bursa Malaysia’s
matters, the ability to satisfy the test of independence
taking into account the candidate’s character, integrity
and professionalism, as well as having a balanced mix
of age and diversity of Directors on the Board. The Board
diversity factor as reviewed by the NRC includes experience,
skills, competence, race, gender, culture and nationality, to
facilitate optimal decision-making by harnessing different
insights and perspectives.
An assessment of independence under the nomination
and election process of Independent NED was conducted
in line with Recommendation 3.1 of the Malaysian Code
on Corporate Governance (MCCG) 2012, whereby the NRC
reviewed and was satisfied that all the three nominated
candidates/proposed Directors had satisfied the criteria for
an independent director as prescribed in Bursa Malaysia
Securities Berhad Main Market Listing Requirements (Bursa
Securities Main LR) and its Practice Note 13 prior to seeking
shareholders’ approval at the 36
th
AGM on their appointment
as Independent NEDs.
The NRC at its meeting held in September 2013 reviewed
the Board composition with the view to identify and close
any possible gap in the Board’s functional knowledge
and competencies, so as to allow the Board to perform
its fiduciary duties and fulfil its oversight role via the
respective Board Committees. The NRC considered the
need for additional Director(s) with accounting, business
and/or finance related experience to keep abreast of
the developments in accounting and financial reporting
standards. At the same time, the NRC was also mindful of
Governance
Corporate Governance Statement
the need to fulfil the gender diversity policy as approved
by the Board in October 2012. Further details are provided
under Section 2.2.c of this CG Statement.
ii.
Review of Directors proposed for re-election/re-appointment
Pursuant to Article 69 of the AA, Directors (other than PIDs)
are to be elected at every AGM of the Company, when
one-third of the Directors longest in office should retire
or, if eligible, may offer themselves for re-election. Based
on the schedule of retirement by rotation, the NRC is
responsible for recommending to the Board those Directors
who are eligible to stand for re-election/reappointment.
This recommendation is based on formal reviews of the
performance of the Directors, taking into account the results
of their latest Board Effectiveness Evaluation (BEE), their
contribution to the Board through their skills, experience,
strength and qualities, their level of independence and
their ability to act in the best interests of the Company in
decision-making.
In October 2013, the Board approved the recommendation
of the NRC that two Independent NEDs namely Dato’ Saiful
Bahri Zainuddin and Tan Sri Ong Leong Huat who are due to
retire at the 37
th
AGM in accordance with Article 69 of the AA
based on the schedule of retirement by rotation, are eligible
to stand for re-election at the 37
th
AGM. In this respect, the
said two Independent NEDs had expressed their intention to
seek re-election at the 37
th
AGM.
The Board also approved the NRC’s recommendation to
support the re-appointment of Tun Mohamed Dzaiddin Haji
Abdullah and Tan Sri Datuk Dr. Abdul Samad Haji Alias, both
of whom are over the age of 70 years and should retire at
the 37
th
AGM, in accordance with Section 129(2) of the CA.
Section 10(1)(b) of the CMSA requires Bursa Malaysia as an
exchange holding company, to obtain the SC’s concurrence
on any proposed appointment/re-appointment of Directors
(other than PIDs) on the Board of the Company. Hence, a
formal submission was made to the SC in October 2013, to
seek its concurrence on the re-election and re-appointment
of those Directors prior to seeking the shareholders’
approval at the 37
th
AGM. In this respect, the SC would
conduct a vetting exercise on each Director to determine
if he is a person of integrity and is fit and proper to be a
Director of an exchange holding company.
The NRC reviews the composition of the Board Committees
annually in accordance with the procedures as set out in the
Protocol. In determining candidates for appointment to the
Board Committees, various factors are considered, including
the time commitment of the Board Committee members in
discharging their role and responsibilities through attendance at
their respective meetings. The attendance at Board Committee
