Bursa Malaysia • Annual Report 2013
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meetings during the financial year ended 31 December 2013 (FY
2013) is provided under Section 4.1 of this CG Statement.
The NRC also refers to the results of the Board Committee
Effectiveness Assessment and Board Committee members’
Self and Peer Assessment (SPA) under the BEE, to ensure the
requirements of the committees are addressed and suggestions
for improvement are taken up for implementation.
b. Annual assessment
The NRC carries out the BEE exercise annually. For this purpose,
an external consultant is engaged every three years to assist the
NRC, the last time being in 2011. In 2012 and 2013, the Company
Secretaries facilitated the NRC in carrying out the BEE exercise.
The BEE is conducted via questionnaires, comprising a Board and
Board Committee Effectiveness Assessment and a Directors’ and
Board Committee members’ SPA. The NRC reviews the outcome
of the BEE and recommends to the Board the areas identified for
continuous improvement.
The Board’s effectiveness is assessed in the areas of
composition, administration and process, accountability
and responsibility, Board conduct and communication with
Management, as well as performance of the Chairman and CEO.
The Board, through the Governance and Regulatory Committee
Effectiveness Assessment, examines the respective Governance
and Regulatory Committees, including their respective Chairmen,
to ascertain whether their functions and duties are effectively
discharged in accordance with their respective TOR.
The Directors’ SPA is intended to ascertain the mix of skills,
experience and other relevant qualities the Directors bring to
contribute to the effective functioning of the Board. The SPA
process also examines the ability of each Board or Committee
member to give material input at meetings and to demonstrate
a high level of professionalism and integrity in the decision-
making process. It takes into account individual Directors’ and
Board Committee members’ abilities to exercise independent
judgement, demonstrate objectivity and clarity of thought during
deliberations at meetings. Results of the assessment form the
basis of the NRC’s recommendation to the Board for the re-
election and re-appointment of Directors at the next AGM, and
also re-appointment of Board Committee members for the
ensuing term of one year from 12 May 2014.
In October 2013, each Board and Board Committee member was
provided with individual results together with a peer average
rating on each area of assessment for personal information and
further development.
Governance
Corporate Governance Statement
c. Gender diversity policy
The Board’s policy on gender diversity sets a target of having two
women Directors by 2013 and three women Directors by 2016.
In 2013, the NRC conducted an extensive exercise to refresh its
pool of potential women directors, and one of its initiatives was
to invite the Directors to nominate potential women candidates,
taking into account the criteria as determined by the NRC and
approved by the Board.
With the retirement of Datuk Puteh Rukiah Abd Majid, a woman
PID on 26 May 2013, the Board was left with three PIDs. This
vacant position is to be filled by another woman PID but pending
this appointment, the Board size shall remain at 10, in compliance
with the requirement under Section 10(1)(a) of the CMSA which
provides inter alia that one third of the number of Directors on the
Board of Bursa Malaysia shall be PIDs appointed by the Minister
of Finance (MOF).
In pursuit of the gender diversity policy, the NRC is mindful of its
responsibilities to ensure that new appointments should provide
the appropriate mix of skills, experience, strength and other
qualities which would be relevant to enhance the composition
of the Board. Hence, the NRC had extended its timeline for the
appointment of a new Independent NED to the second quarter
of 2014.
Whilst the Board did not meet its target of having two women
Directors on board by the end of 2013, the Board is confident that
the NRC would use its best endeavours to complete the exercise
in the best interest of the Company.
d. Appointment of SID
Prior to the expiry of the term of appointment of the third SID in
December 2013, the NRC undertook the nomination process in
recommending a new SID for 2014. In November 2013, the Board
approved the appointment of Dato’ Saiful Bahri Zainuddin who
will carry out the responsibilities in accordance with the TOR of
the SID
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for a one-year term, commencing 1 January 2014.
2.3 Remuneration Policies
The specific responsibilities of the NRC in relation to remuneration
matters as set out under its TOR include, amongst others:
• Formulating and reviewing the remuneration policies and
remuneration for the members of the Board, Board Committees
and the CEO, and recommending the same to the Board for
approval; and
• Recommending the engagement of external professional advisors
to assist and/or advise the NRC on remuneration matters, where
necessary.
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The TOR of the SID is available at
Us-Corporate Governance section
