Bursa Malaysia • Annual Report 2013
60
Governance
Corporate Governance Statement
a. Protocol for appointment of Director
To ensure the Directors have the time to focus and fulfil their
roles and responsibilities effectively, one criterion as agreed by
the Board for determining candidates for the pool of potential
Directors is that they must not hold directorships at more than
five PLCs (as prescribed in Paragraph 15.06 of Bursa Securities
Main LR) and must be able to commit sufficient time to Bursa
Malaysia’s matters.
Under Recommendation 4.1 of the MCCG 2012, the Board should
set out expectations on time commitment for its members and
protocols for accepting new directorships.
The Board had in October 2013 formalised the adoption of the
above recommendation, by amending the Protocol to reflect
that Directors should notify the Chairman before accepting any
new directorship. The notification should include an indication
of time that will be spent on the new appointment as Director.
This information will be shared with the Board together with the
quarterly update by individual Directors on their directorships
and shareholdings in Bursa Malaysia to show its members’
commitment in devoting sufficient time to carry out their
responsibilities.
Such information is also used to monitor the number of
directorships held by the Directors of Bursa Malaysia, particularly
those on PLCs, and to notify the Companies Commission
of Malaysia of any changes in other directorships on public
companies.
b. Annual meeting calendar
To facilitate the Directors’ time planning, an annual meeting
calendar is prepared and circulated to them before the beginning
of each year. It provides the scheduled dates for meetings of
the Board and Board Committees, the AGM, major conferences
hosted by the Company, as well as the closed periods for
dealings in securities by Directors based on the targeted dates
of announcements of the Group’s quarterly results.
All the scheduled dates for Board and Board Committee meetings
are already set in advance in the Directors’ calendar for the
year, which are visible in the electronic device provided to the
Directors.
4.2 Training
The Board takes a strong view of the importance of continuing
education for its Directors to ensure they are equipped with the
necessary skills and knowledge to meet the challenges of the Board.
A budget for Directors’ continuing education is therefore provided
each year by the Company. The Board also has a policy requiring each
Director to attend at least three training sessions on capital market
developments each year, to keep abreast of industry developments
and trends. In addition, each Director shall further determine the
areas of training that he or she may require for personal development
as a Director or as a member of a Board Committee. The Company
Secretaries arrange for the Directors’ attendance at these training
programmes, which are conducted either in-house or by external
service providers.
A newly appointed Independent NED, En. Ghazali Haji Darman
completed the Mandatory Accreditation Programme (MAP) in April
2013. The other two newly appointed Independent NEDs, Datuk
Karownakaran @ Karunakaran Ramasamy and Mr. Chay Wai Leong
completed the MAP in August 2008 and September 2011 respectively
when they were first appointed as directors of listed issuers. All of
them attended the induction programme organised by the Company
Secretaries to familiarise themselves with the Group’s business and
governance process as well as operations through briefings by the
relevant management teams.
The Directors embrace Principle 4 of the MCCG 2012 by attending
conferences, briefings and workshops to regularly update their
knowledge and enhance their skills. All Directors of Bursa Malaysia
attended at least six training programmes, with at least three on
capital market development in respect of FY 2013. The development
programmes comprised areas on corporate governance (including
audit, risk management and internal audit), information technology,
leadership, legal and business management, financial and capital
markets. The Directors were also invited to attend a series of talks
organised by Bursa Malaysia together with various professional
associations and regulatory bodies. Several Directors attended
conferences and seminars as guest speakers, panellists or moderators.
The Directors further attended the two main conferences in the capital
market organised by the Company, namely Invest Malaysia 2013 held
on 13-14 June 2013 and the Palm & Lauric Oils Conference held on 5
March 2013.
In 2013, the in-house development programmes conducted for the
Directors were in relation to the paperless meeting initiative. The
Directors also attended various external programmes, which included
the following:
Corporate Governance (including audit, risk management and
internal control)
• 2012 Global Insurance Enterprise Risk Management (ERM) Survey
Results, 10 January 2013 (Attended by Datuk Karownakaran @
Karunakaran Ramasamy)
• Directors Duties, Regulatory Updates and Governance Seminar
for Directors of PLCs, 29 January 2013 (Attended by Datuk
Dr. Syed Muhamad Syed Abdul Kadir and Dato’ Saiful Bahri
Zainuddin)
