Bursa Malaysia Annual Report 2014

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Bursa Malaysia • Annual Report 2014 191
Notice of 38th Annual General Meeting
BURSA MALAYSIA BERHAD (30632-P)
(Incorporated in Malaysia under the Companies Act, 1965)
In line with Recommendation 3.1 of the Malaysian Code on Corporate Governance 2012, the Board has conducted an assessment of independence of the NEDs,
and also other criteria i.e. character, integrity, competence, experience and time to effectively discharge their respective roles as Directors of the Company. As
the Directors’ SPA under the BEE 2013/2014 was not available for Encik Pushpanathan a/l S.A. Kanagarayar, who was appointed on 23 June 2014 and retires in
accordance with Article 76 of the AA, the NRC had considered his contribution at the Board meetings which he attended and also referred to the BEE 2013/2014
result for Listing Committee (LC) which reflected his satisfactory performance as a LC member during the assessment period from 1 July 2013 to 30 June 2014.
The Board approved the NRC’s recommendation that the Directors who retire in accordance with Article 69 and Article 76 of the AA are eligible to stand for
re-election. All these retiring Directors had abstained from deliberation and decision on their own eligibility to stand for re-election at the relevant NRC and Board
meetings, where applicable.
Section 10(1)(b) of the Capital Markets and Services Act 2007 (CMSA) provides that the appointment, re-appointment, election or re-election as a Director of
the Company is subject to concurrence by the Securities Commission (SC). In this respect, the SC’s concurrence has been sought in respect of the proposed
re-election of the Directors of the Company pursuant to Section 10(1)(b) of the CMSA.
Retirement of Directors
9. Tan Sri Ong Leong Huat @ Wong Joo Hwa, an Independent Non-Executive Director has attained the age of 70 years in April 2014 after the last 37th AGM held
on 27 March 2014. Tan Sri Ong Leong Huat via his letter dated 21 January 2015 informed the Board of Directors of the Company that he does not wish to seek
re-appointment pursuant to Section 129(6) of the Companies Act 1965. Hence, he will retire at the conclusion of the 38th AGM in accordance with Section 129(2)
of the Companies Act 1965.
10. Tun Mohamed Dzaiddin Haji Abdullah has retired as Public Interest Director and Non-Executive Chairman of the Board of Bursa Malaysia upon expiry of his term
of appointment on 28 February 2015, after serving on the Board of Bursa Malaysia for 11 years. Tan Sri Amirsham A Aziz is appointed the Public Interest Director
and Non-Executive Chairman of the Board of Bursa Malaysia effective 1 March 2015, as announced via Bursa LINK on 9 January 2015.
Non-Executive Directors’ (NEDs) Fees
11. In June 2014, the Board via the NRC engaged an external consultant, KPMG Management & Risk Consulting Sdn Bhd (KPMG) to review the Remuneration
Policy for the members of the Board and Board Committees of Bursa Malaysia, with focus on the components of fixed fee(s) for the Board/Board Committees,
meeting allowance, and other allowances for the members of the Board and Board Committees. KPMG had adopted comparators which comprised several stock
exchanges (Comparator Exchanges) and public listed companies based on selected companies comparable to Bursa Malaysia in terms of market capitalisation,
being in the finance industry and sole provider of goods/services in other industries (Comparator Companies).
The remunerations of the NEDs are segregated into two (2) parts i.e. Remuneration per Non-Executive Director (excluding Board Chairman) and Board Chairman’s
remuneration, for benchmarking against the average remuneration of those of the Comparator Exchanges and Comparator Companies. In this respect, the NRC
also considered the positioning of the Board’s remuneration over the past 10 years from 2004 to 2013. The Board at its meeting held on 18 September 2014
approved the NRC’s recommendation for the proposed revision to the NEDs’ fees as set out in the right column of the table below:
Directors’ Fees
(as approved at AGMs)
2004 to 2008
(5 consecutive years)
2009 to 2013
(5 consecutive years)
Financial Year (FY) 2014
(Approval sought at 38th AGM)
Non-Executive Chairman RM60,000 per annum RM90,000 per annum RM150,000 per annum
Non-Executive Director RM40,000 per annum RM60,000 per annum RM100,000 per annum
The shareholders’ approval is hereby sought on the payment of the NEDs’ fees in respect of FY 2014, under Resolution 7.