Bursa Malaysia Annual Report 2014

GOVERNANCE

Bursa Malaysia

•

Annual Report 2014

and effectively discharges its functions with respect to its

nomination and remuneration functions as listed in its

TOR. As such, there is no need to separate the nomination

and remuneration functions into distinct nomination and

remuneration committees.

In discharging its responsibility on succession planning, the

NRC receives succession management updates from GHR

in accordance with the succession management framework

which was approved by the Board in November 2012. The

NRC reviews the successors’ assessment results, monitors

the progress of action taken, including the development

programme for the readiness and potential of identified

candidates to assume mission critical positions. Bursa

Malaysia’s behavioural competencies are mapped against the

competency norm of the critical behaviours identified.

The NRC also initiated the establishment of the Deputy CEO

position in the organisation, as part of the CEO succession

planning. In May 2014, GHR presented to the NRC the job

description, key accountabilities and reporting structure of

the Deputy CEO position for the NRC’s consideration. These

were approved by the NRC in October 2014 when considering

the appointment for this position.

In 2014, the NRC considered new appointments and renewal

of service contracts of key management positions including

the CEO. In ensuring that all candidates appointed to senior

management positions are of sufficient calibre, the NRC

considered at length the suitability of shortlisted candidates

based on their profiles, professional achievements and

personality assessments. Interviews were also conducted

by the NRC members with shortlisted candidates to validate

the assessment of the individuals. For the renewal of

sevice contracts, the NRC considered the key management

personnel's performance, contributions, achievements and

deliverables for the past three years. In accordance with

its TOR, the NRC would also consider their remuneration

packages when finalising the terms and conditions of their

service contracts.

Pursuant to Clause 12.1 under Part II: Regulatory Oversight

of the Guidance on the Regulatory Role of Bursa Malaysia

dated 28 March 2012, the appointment of any Management

Committee position in Bursa Malaysia is subject to

consultation with the SC, taking into account full and proper

consideration of the SC’s view on this matter. Accordingly,

the SC had been consulted on all proposed appointments or

renewal of service contracts for key management positions

during the year. Further, the appointment of the CEO of Bursa

Malaysia is subject to the SC’s approval in accordance with

Section 10(5) of the CMSA. Hence, the SC’s approval was also

obtained in respect of the renewal of service contract of the

CEO in March 2014.

The NRC undertakes annual evaluation of the performance

of key management personnel based on their scorecards

(except for the Head of Group Internal Audit (GIA)), whose

remunerations are directly linked to performance. For this

purpose, the 2013 CBS and KPI results of the CEO and

relevant key management personnel were reviewed by the

NRC in January 2014. The Head of GIA reports to the AC,

which evaluates and reviews her performance. The CEO’s

annual reward allocation is reviewed by the NRC, after which

it is put to the Board for a decision.

e. Overseeing the development and implementation of a

communication policy for the Company

Bursa Malaysia believes in building investor confidence

through good CG practices. The Company carried out its

Investor Relations (IR) activities in accordance with its IR

Policy, which is available on its website. Details of the value

created for shareholders through these IR activities are

available in the Shareholder Value Creation section of this

Annual Report.

Reviewing the adequacy and integrity of management

information and internal control system of the Company

The Board is ultimately responsible for the adequacy and

integrity of the Company’s internal control system. Details

pertaining to the Company’s internal control system and

its effectiveness are available in the Statement on Internal

Control and Risk Management of this Annual Report.

1.3 Formalised Ethical Standards through Code of Ethics

The Company’s codes of ethics for Directors and employees

govern the standards of conduct and behaviour expected from

Directors and employees respectively. The Code of Ethics for

Directors includes principles relating to Directors’ duties, conflicts

of interest (COI) and dealings in securities. The Code of Ethics for

employees promotes integrity and ethical conduct in all aspects

of the Company’s operations, including privacy and confidentiality

of information, dealings in securities and COI. It also sets out

prohibited activities or misconducts such as gifts, bribes, dishonest

behaviour and sexual harrassment.

CORPORATE GOVERNANCE STATEMENT