Bursa Malaysia • Annual Report 2013
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3. Reinforce Independence
3.1 Annual Assessment of Independence
The Protocol also sets out policies and procedures to ensure the
effectiveness of the Independent NEDs on the Board, including
new appointments. The Board, through the NRC, assesses the
independence of NEDs annually using the Directors’ SPA under the
BEE, which is in line with Recommendation 3.1 of the MCCG 2012,
as one of the factors in determining their eligibility to stand for re-
election/re-appointment.
Based on the above assessment in 2013, the Board is satisfied with
the level of independence demonstrated by all the NEDs, and their
ability to act in the best interests of the Company, as well as ability to
resolve problems based on clarity and understanding of the subject
matter during deliberations at Board meetings.
With regard to the two Independent NEDs who are eligible to stand
for re-election, one Independent NED and the Chairman of Bursa
Malaysia who are seeking re-appointment at the forthcoming 37
th
AGM (as mentioned under Section 2.2.a.ii of this CG Statement), the
NRC is satisfied that they are independent of management and free
from any business or other relationship which could interfere with the
exercise of independent judgment, objectivity or the ability to act in the
best interests of the Company. The Board, therefore, recommends and
supports their proposed re-election in accordance with Article 69 of
the AA, and re-appointment in accordance with Section 129(6) of the
CA.
3.2 Tenure of Independent Director
The Board has implemented a nine-year policy for Independent NEDs,
in line with Recommendation 3.2 of the MCCG 2012. The Directors
among the first batch of Independent NEDs of the demutualised Bursa
Malaysia had already retired on a gradual basis at the 35
th
AGM and
36
th
AGM to enable the progressive refreshing of the Board in line with
best CG practices.
The Chairman of Bursa Malaysia who is a PID, would have completed
his tenure of 10 years on 28 February 2014. The other six Independent
NEDs and two PIDs have served the Board of Bursa Malaysia for
less than six years. Their tenure of service is set out in the Board of
Directors’ Profile of this Annual Report.
3.3 Shareholders’ Approval for Re-appointment as Independent Non-
Executive Director after a Tenure of Nine Years
Tun Mohamed Dzaiddin Haji Abdullah, 76, was appointed on 1
March 2004 as a PID and Chairman of Bursa Malaysia by the MOF in
consultation with the SC pursuant to Section 10(1)(a) and (3) of the
CMSA. He has offered himself for re-appointment as Director of the
Company at the 37
th
AGM, in accordance with Section 129(6) of the CA.
Governance
Corporate Governance Statement
The Board is satisfied with the skills, contribution and independent
judgment that Tun Mohamed Dzaiddin Haji Abdullah brings to the
Board. In view thereof, his re-appointment as NED of the Company
would be tabled for shareholders’ approval at the forthcoming 37
th
AGM of the Company. However, shareholders’ approval will not be
sought to justify and retain Tun Mohamed Dzaiddin Haji Abdullah as
an Independent NED in accordance with Recommendation 3.3 of the
MCCG 2012 in view of the statutory nature of his appointment as a PID
and Chairman of an exchange holding company by the MOF pursuant
to Section 10(1)(a) and (3) of the CMSA.
3.4 Separation of Positions of the Chairman and CEO
The Chairman, who is a PID, leads the Board with a keen focus on
governance and compliance. In turn, the Board monitors the functions
of the Management as well as the Board Committees in accordance
with their respective TOR to ensure its own effectiveness.The positions
of Chairman and CEO are held by two different individuals. The CEO
is a Non-Independent Executive Director, who manages the business
and operations of the Company and implements the Board’s decisions.
The distinct and separate roles of the Chairman and CEO, with a clear
division of responsibilities, ensure a balance of power and authority,
such that no one individual has unfettered powers of decision-making.
3.5 Composition of the Board
The Board of Bursa Malaysia, chaired by a PID, comprises 10
Directors of whom three are PIDs, six are Independent NEDs and one
is an Executive Director who is also the CEO. Section 10(1)(a) of the
CMSA provides that one-third of the Board shall be PIDs, including the
Chairman. Their appointment by the MOF in consultation with the SC,
is in line with the requirements of the CMSA for the Company to act in
the public interest, having particular regard for investors in performing
its duties as an exchange holding company.
The Independent NEDs account for more than 50% of the Board, where
the Chairman of the Board is regarded as a non-independent director
pursuant to Recommendation 3.5 of the MCCG 2012. The Directors
play an active role in the Board’s decision-making process bringing
with them vast experience and knowledge as well as independence
and objectivity in their views, acting in the best interests of Bursa
Malaysia and at the same time safeguarding public interests.
4. Foster Commitment
4.1 Time Commitment
The Board is satisfied with the level of time commitment given by the
Directors towards fulfilling their roles and responsibilities as Directors
of Bursa Malaysia. This is evidenced by the attendance record of the
Directors at Board of Directors and Board Committee meetings for FY
2013, as set out in the table. The attendance of individual Regulatory
Committee members who are not Directors of Bursa Malaysia is also
provided in the same table.
