Bursa Malaysia • Annual Report 2013
57
The Board is mindful that fair remuneration is critical to attract, retain
and motivate the Directors of the Company as well as other individuals
serving as members of the Board Regulatory Committees. Hence,
the Board has established formal and transparent remuneration
policies for the Board and Board Committees, and the procedures
in determining the same. The NRC reviews the Board remuneration
policy annually and in the course of deliberating on the remuneration
policy, it considers various factors including the NEDs’ fiduciary duties,
time commitments expected of NEDs and Board Committee members,
the Company’s performance and market conditions. The NRC also
takes into consideration the remuneration of directors of other public
listed companies (PLCs), particularly those in the financial sector
government-linked companies and other stock exchanges in order to
ensure competitive remuneration policies that reflect the prevailing
market rate.
In 2013, the Board approved the NRC’s recommendation to maintain
the remuneration policy of the NEDs, and a similar quantum of
Directors’ fees for 2012 was approved by the shareholders at the 36
th
AGM. The Board is of the view that the current remuneration level
suffices to attract, retain and motivate qualified Directors to serve on
the Board.
The current remuneration policy for the NEDs comprises the following:
a. Directors’ fees
The sum of RM90,000 per annum for the Chairman and RM60,000
per annum for each NED of Bursa Malaysia (as approved by the
shareholders at the 33
rd
, 34
th
, 35
th
and 36
th
AGMs for 2009, 2010,
2011 and 2012 respectively).
In January 2014, the Board decided not to recommend any
increase in the Directors’ fees of the Chairman and NED in
respect of FY 2013, for which shareholders’ approval will be
sought at the forthcoming 37
th
AGM.
b. Meeting allowance for each Board or Board Committee
10
meeting attended by a NED
The current meeting allowance for Board and Board Committee
meetings as approved by the Board in 2012 is as follows:
Meeting Allowance for Board of Directors Board Committees
Chairman
RM4,000
RM2,500
Member
RM2,000
RM1,500
The meeting allowance is also applicable to ad-hoc Board
Committees, Tender Evaluation Committee or any management
committee which the NEDs are invited to attend pursuant to the
Company’s policy and procedures.
Governance
Corporate Governance Statement
In addition to the above, the Regulatory Committee members
who are not Directors of Bursa Malaysia are paid a monthly fixed
allowance of RM1,000 since 2010, so as to retain and motivate
qualified individuals to serve on the Regulatory Committees of
Bursa Malaysia, in view of the duties, responsibilities and time
commitments expected of them.
c. Benefits-in-kind and emoluments
NEDs are not entitled to participate in the Share Grant Plan (SGP)
of Bursa Malaysia or any incentive plan for employees of the
Group. They are given other allowances, such as travelling and
mobile phone allowances. The Chairman is also provided with
a monthly fixed allowance, revised to RM50,000 since 1 March
2010, in view of his wide-ranging scope of responsibilities and
the fact that he does not serve on the boards of any other PLC or
market participant regulated by Bursa Malaysia, to avoid conflicts
of interest.
The Executive Director/CEO is not entitled to the above Director’s
fee nor is he entitled to receive any meeting allowance for Board
or Board Committee meetings he attends. The CEO, who also
serves as Chairman of Yayasan Bursa Malaysia, Bursa Malaysia
Derivatives Berhad and Bursa Malaysia Derivatives Clearing
Berhad, and as Director of all other subsidiary companies within
the Group, is also not entitled to Director’s fees for attending
Board meetings for the time being.
The CEO’s remuneration package comprises a fixed component
which includes a monthly salary and benefits-in-kind/
emoluments, such as gratuity, a company car, driver and leave
passage; and a variable component which includes short-term
incentives in the form of a performance-based bonus and long-
term incentives in the form of shares under the Restricted Share
Plan and Performance Share Plan of the SGP (Plan Shares),
where applicable. The award of Plan Shares to the CEO in 2013
had been announced via Bursa LINK on 29 March 2013 and 1
July 2013.
In addition to the above, the Directors have the benefit of
Directors & Officers (D&O) Insurance in respect of any liabilities
arising from acts committed in their capacity as D&O of Bursa
Malaysia. However, the said insurance policy does not indemnify
a Director or principal officer if he or she is proven to have acted
negligently, fraudulently or dishonestly, or in breach of his or her
duty or trust. The Directors and principal officers are required to
contribute jointly towards the premium of the said policy.
Disclosure of each Director’s remuneration, including that of the
CEO, is set out in the Annual Audited Financial Statements of this
Annual Report.
10
Information on the composition, number of meetings held and attendance of meetings of the Board and all Board Committees is set out under Section 4.1 of this CG Statement.
