Bursa Malaysia • Annual Report 2013
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Governance
Corporate Governance Statement
Details of the Company’s internal control system and framework are
set out in the Statement on Internal Control and Risk Management and
AC Report of this Annual Report.
7. Ensure timely and high quality disclosure
7.1 Corporate Disclosure Policy
The Company has in place a Policies and Procedures for Compliance
with the Listing Requirements, which sets the policies and standard
operating procedures for employees (including the CEO) to facilitate
and ensure compliance by Bursa Malaysia as a PLC. It also serves
as a guide to enhance awareness among employees of corporate
disclosure requirements. Clear roles and responsibilities of Directors,
Management and employees are provided together with levels of
authority, to be accorded to ‘designated person(s)’
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, spokespersons
and committees in the handling and disclosure of material information.
The persons responsible for preparing the disclosure will conduct due
diligence and proper verification, as well as coordinate the timely
disclosure of material information to the investing public.
The Company has put in place an internal policy on confidentiality to
ensure that confidential information is handled properly by Directors,
employees and relevant parties to avoid leakage and improper use
of such information. The Board is mindful that information which is
expected to be material must be announced immediately.
7.2 Leverage on Information Technology for Effective Dissemination
of Information
Bursa Malaysia website incorporates a Corporate section which
provides all relevant information on Bursa Malaysia and is accessible
by the public. This Corporate section enhances the Investor Relations
function by including share price information, all announcements
made by Bursa Malaysia, annual reports as well as the corporate and
governance structure of Bursa Malaysia. Notice of general meetings,
minutes of general meetings together with slide presentations made at
such meetings and webcasts are also made available on the website
for the benefit of shareholders who are not able to attend meetings.
The Company has leveraged on information technology for broader
and effective dissemination of information with regard to the dates
scheduled to release its quarterly results. After the end of every
quarter, the Company Secretary will announce these dates in advance
via Bursa LINK.
The announcement of the quarterly financial results is also made via
Bursa LINK immediately after the Board’s approval between 12.30 p.m.
and 1.30 p.m. or after 5.00 p.m. on the same day and thereafter the
press release in respect of the same will be issued. This is important in
ensuring equal and fair access to information by the investing public.
8. Strengthen relationship between company and shareholders
8.1 Encourage Shareholder Participation at General Meetings
Bursa Malaysia dispatches its notice of AGM to shareholders at least
28 days before the AGM, well in advance of the 21-day requirement
under the CA and Bursa Securities Main LR. The additional time given
to shareholders allows them to make necessary arrangements to
attend and participate either in person, by corporate representative,
by proxy or by attorney.
Bursa Malaysia encloses the Administrative Guide together with the
notice of AGM, which provides information to shareholders with regard
to, among others, details of the AGM, their entitlement to attend the
AGM, the right to appoint proxy and also qualification of proxy. The
Company allows a member to appoint a proxy who may but need not
be a member of the Company. If the proxy is not a member of the
Company, he or she need not be an advocate, an approved company
auditor or a person approved by the Registrar of Companies.
The Chairman briefed the members, corporate representatives and
proxies present of their right to speak and vote on the resolutions
set out in the Notice of 36
th
AGM dated 28 February 2013. This is in
line with Paragraph 7.21A(2) of Bursa Securities Main LR for further
promoting participation of members through proxies.
Commencing with the 35
th
AGM held on 29 March 2012, Bursa
Malaysia removed the limit on the number of proxies to be appointed
by an exempt authorised nominee with shares in the Company for
multiple beneficial owners in one securities account. This allows
greater participation of beneficial owners of shares at general
meetings of the Company. The AA of the Company further entitles a
member to vote in person, by corporate representative, by proxy or
by attorney. Essentially, a corporate representative, proxy or attorney
shall be entitled to vote both on a show of hands and on a poll as if
they were a member of the Company.
In line with Section 145A of the CA, the AA of the Company had been
amended to cater for the use of technology to facilitate shareholders’
participation at general meetings.
8.2 Encourage Poll Voting
In line with the international best practice in CG, the voting at the
36
th
AGM held on 28 March 2013 was conducted on a poll, rather
than on a show of hands to give a fair and more accurate reflection
of the views of shareholders by ensuring the recognition of every
vote, consistent with the principle of ‘one share one vote’. Hence, this
practice would enforce greater shareholders’ rights, and also allow all
votes of shareholders who were unable to attend the Meeting but who
had appointed the Chairman of the Meeting as proxy, to vote on their
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