Bursa Malaysia Annual Report 2014

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GOVERNANCE
Bursa Malaysia • Annual Report 2014 58
CORPORATE GOVERNANCE STATEMENT
1.7 Board Charter
In addition to the TOR contained in the Company’s Governance
Model document which is available on the Bursa Malaysia website,
the Board Charter7 clearly delineates the roles and responsibilities
of the Board and the Board Committees and explains the processes
and procedures for their meetings. The Charter also elaborates the
fiduciary and leadership functions of Directors of Bursa Malaysia,
and serves as a primary reference for prospective and existing
Board members and Management. The Board Charter is reviewed
regularly to ensure it complies with legislation and best practices,
and remains relevant and effective in the light of the Board’s
objectives.
2. STRENGTHEN COMPOSITION
2.1 Nominating Committee
In 2014, the NRC comprised five Non-Executive Directors (NEDs)
of whom two are Public Interest Directors (PIDs) and three are
Independent NEDs, where the NRC is chaired by a PID.
In January 2015, the Board approved changes to the TOR of the
NRC to provide that it shall comprise four NEDs of whom one is
a PID and three are Independent NEDs. Further, the NRC is to be
chaired by a SID.
The TOR of the NRC provides that the NRC shall have specific
responsibilities with respect to the nomination and remuneration
matters, the full TOR is available on the Bursa Malaysia website.
Regarding nomination, the specific responsibilities of the NRC
include, amongst others:
• formulating the nomination, selection and succession policies
for the members of the Board and Board Committees, as well
as for the SID and CEO;
• making recommendations to the Board on new candidates
for election/appointment, and re-election/re-appointment of
Directors to the Board;
• making recommendations to the Board on the appointment of
Nominee Directors on the functional Board of the subsidiaries
of Bursa Malaysia;
• reviewing the skills, experience and other qualities of the
Board annually to ensure an appropriate range and mix of
capacities among members;
• reviewing and recommending to the Board the appointment
of members to Board Committees established by the Board
annually for each term;
• establishing a set of quantitative and qualitative performance
criteria to evaluate the performance of each member of the
Board, and reviewing the performance of the members of the
Board and the CEO; and
• ensuring that orientation and education programmes are
provided for new members of the Board, and reviewing the
Directors’ continuing education programmes.
2.2 Develop, Maintain and Review Criteria for Recruitment and
Annual Assessment of Directors
a. Recruitment or appointment of Directors
The policies and procedures for recruitment and appointment
(including re-election/re-appointment) of Directors are set
out in a document approved by the Board, refered to as the
Protocol for Appointment of Directors and Board Committee
Members of Bursa Malaysia (the Protocol). In October
2014, the Protocol was amended to include the process for
nominating and appointing Directors for the Boards of the
subsidiaries of Bursa Malaysia. It also elaborates the process
for recruiting independent candidates to serve as new
members on the Regulatory Committees in accordance with
the relevant criteria and membership classifications of the
respective TOR of the Regulatory Committees.
The NRC is guided by the Protocol in carrying out its
responsibilities in respect of the nomination, selection and
appointment process which also provides the requirements
under the relevant laws and regulations on the matter. In this
respect, the Board has established a pool of potential Directors/
Committee members of Bursa Malaysia for its reference when
considering new appointments, in line with the sourcing process
and criteria for candidates as set out in the Protocol. The pool
is refreshed from time to time, to ensure the list of candidates
available for the NRC/Board's consideration remains relevant
and offers the talent/skills required.
In its effort to promote boardroom diversity, the NRC has taken
various steps to ensure that women candidates are sought
from various sources as part of its recruitment exercise.
Apart from the nominations which the NRC may receive from
Directors, Committee members and the regulator for the
pool, candidates were also sourced from NAM Institute of
the Empowerment of Women (NIEW) and Malaysian Directors
Academy (MINDA). Invitations were sent out to the candidates
to participate in the pool by providing their particulars and
confirming certain personal information which would be
relevant for the NRC’s reference in the process.
In January 2014, the pool was further refreshed with new
candidates and nominations based on the guidelines and
criteria set for the NRC’s consideration.
7 The Board Charter as approved by the Board in November 2013 is available at ,About Us-Corporate Governance