Bursa Malaysia Annual Report 2014

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GOVERNANCE
Bursa Malaysia • Annual Report 2014 55
In October 2014, the Director of Regulation presented to
the Regulatory and Conflicts Committee (RACC) an overview
of the 2015 Regulatory Plan which provides the regulatory
roadmap to discharge Bursa Malaysia’s regulatory function,
in conjunction with its efforts to develop capital markets.
The RACC is a Board Committee responsible for overseeing
the regulatory functions of Bursa Malaysia. In its review
of the proposed 2015 Regulatory Plan and Budget, the
RACC also considered the corresponding regulatory issues
and challenges expected during this period. The RACC
then approved the 2015 Regulatory Plan and Budget, and
recommended the same to the Board for approval.
The 2015 BRP and the 2015 Budget and Key Action Plan were
subsequently approved by the Board in October 2014.
b. Overseeing the conduct of the Company’s business
The CEO is responsible for the day-to-day management of the
business and operations of the Group with respect to both its
regulatory and commercial functions. He is supported by the
Management Committee3 and other committees established
under the Group’s Management Governance Framework4.
Management’s performance, under the leadership of the CEO,
is assessed by the Board through a status report which is
tabled to the Board and includes a comprehensive summary
of the Group’s operating drivers and financial performance
during each reporting period. The Board is also kept informed
of key strategic initiatives, significant operational issues and
the Group’s performance based on the approved KPIs in the
CBS.
To ensure independence of the regulatory function, the Director
of Regulation provides the Board with a separate status report
on a regular basis, informing the Board of actions taken by
the Regulation division and providing updates on regulatory
initiatives. In the first quarter of each year, Management
reports to the Board on Bursa Malaysia’s compliance with its
regulatory duties and obligations under the Capital Markets
and Services Act 2007 (CMSA) in the previous year. In March
2014, the Board reviewed the Annual Regulatory Report 2013
before it was submitted to the Securities Commission (SC) in
compliance with Section 16 of the CMSA.
In May 2014, the Board reviewed the results of the 2013
employee engagement survey (EES) to assess the level
of employee satisfaction. An external firm was engaged to
conduct the survey to ensure improvement in the operating
environment by maintaining areas of strength and improving
opportunities for internal stakeholders. In June 2014,
the Board considered the analysis on the key drivers of
engagement at Bursa Malaysia. Group Human Resources
(GHR) further presented the proposed action plans as post
EES initiatives to address those areas below benchmark
norms at Bursa-wide and divisional levels.
c. Identifying principal risks and ensuring the
implementation of appropriate systems to manage them
Through the Risk Management Committee (RMC), the Board
oversees the Enterprise Risk Management (ERM) framework of
the Group. The RMC advises the Audit Committee (AC) and the
Board on areas of high risk and the adequacy of compliance
and control procedures throughout the organisation.
The RMC reviews and recommends the annual Corporate Risk
Profile which specifies the key enterprise risks for approval
by the Board. The RMC also reviews the risk management
policies formulated by Management and makes relevant
recommendations to the Board for approval, particularly
with regard to risk oversight structure, accountability for risk
management and the TOR of the RMC. In January 2014, the
Board approved amendments to the TOR of the RMC to clarify
its roles and responsibilities in formulating guidelines on risk
management, monitoring and assessing the effectiveness of
risk management and mitigation action plans, and controlling
enterprise risk.
Details of the RMC and the Company’s ERM framework
are set out in the Statement on Internal Control and Risk
Management of this Annual Report.
d. Succession planning
The Nomination and Remuneration Committee (NRC) is
responsible for reviewing candidates for key management
positions and determining the remuneration for these
appointments. It is also responsible for formulating
nomination, selection and succession policies for members
of the Board and Board Committees, the Senior Independent
Non-Executive Director (SID), the CEO, the Deputy CEO, the
Company Secretaries, and the Group’s key management
personnel. The Board is satisfied that the NRC efficiently
CORPORATE GOVERNANCE STATEMENT
3 The Management Committee members are as set out in the Management Committee/Senior Management section of this Annual Report
4 The Management Governance Framework, which took effect from 25 May 2011, comprises two committees for governance function and three committees for business operations functions as set out under Section 1.1 of
this CG Statement. It is available at About Us-Corporate Governance