Bursa Malaysia Annual Report 2014

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GOVERNANCE
Bursa Malaysia • Annual Report 2014 59
CORPORATE GOVERNANCE STATEMENT
The NRC conducted a review of the candidates to identify
suitable individuals for the Board who would meet the criteria
of having accounting professional qualifications, business
and/or finance related experience (to keep abreast of the
development in accounting standards and financial reporting
standards), and who have human resource management
and development related experience. The NRC shortlisted
two candidates in April 2014, one in accordance with the
Board’s gender diversity policy and the other in compliance
with Paragraph 15.09 of Bursa Malaysia Securities Main
Market Listing Requirements (MMLR). Prior to submitting its
recommendation to the Board, two NRC members interviewed
informally the shortlisted candidates to ascertain their ability
to spend sufficient time on Bursa Malaysia’s matters, and to
gauge their suitability in creating a good mix of skills and
composition in the Board. Having conducted its review,
the NRC decided to recommend Mr. Pushpanathan a/l S.A.
Kanagarayar to be appointed as an Independent NED of Bursa
Malaysia.
The Board approved the NRC’s recommendation of Mr.
Pushpanathan a/l S.A. Kanagarayar in May 2014, and the SC’s
concurrence was sought in compliance with Section 10(1)(b)
of the CMSA.
i. Review of candidates proposed for appointment as
Directors
The NRC’s review of the criteria to be used in the
appointment process was largely focused on ensuring a
good mix of skill, experience and strength in the qualities
necessary for the Board to discharge its responsibilities
in an effective and competent manner. Other factors
considered by the NRC include the candidates’
ability to commit sufficient time and energy to Bursa
Malaysia’s matters, and the ability to satisfy the test
of independence taking into account the candidate’s
character, integrity and professionalism. Diversity of the
Board’s composition is important to facilitate optimal
decision-making by harnessing different insights and
perspectives. Diversity criteria reviewed by the NRC
include experience, skills, competence, race, gender,
culture and nationality.
An assessment of independence under the nomination
and election process of Independent NED was conducted
in line with Recommendation 3.1 of the Malaysian Code
on Corporate Governance (MCCG) 2012. The NRC was
satisfied that the proposed Director met the criteria for an
independent director as prescribed in MMLR and its Practice
Note 13 prior to recommending for the Board’s approval the
candidate’s appointment as an Independent NED.
ii. Review of Directors proposed for re-election/re-
appointment
Pursuant to Article 69 of the Company's Articles of
Association (AA), Directors (other than PIDs) are to be
elected at every Annual General Meeting (AGM) of the
Company when one-third of the Directors who have
been the longest in office since their last election should
retire. Eligible directors may seek re-election at the AGM.
Based on the schedule of retirement by rotation, the NRC
is responsible for recommending to the Board those
Directors who are eligible to stand for re-election/re-
appointment. This recommendation is based on formal
reviews of the performance of the Directors, taking into
account the results of their latest Board Effectiveness
Evaluation (BEE), contribution to the Board through
their skills, experience, strengths and qualities, level of
independence and ability to act in the best interests of
the Company in decision-making.
In December 2014, the Board approved the
recommendation of the NRC that four Directors – Dato’
Saiful Bahri Zainuddin, Encik Ghazali Haji Darman, Datuk
Karownakaran @ Karunakaran a/l Ramasamy and Mr.
Chay Wai Leong, all of whom are due to retire at the
38th AGM – be eligible to stand for re-election. All four
Directors had expressed their intention to seek re-
election at the 38th AGM.
Pursuant to Article 76 of the AA, Mr. Pushpanathan a/l
S.A. Kanagarayar who was appointed by the Board on 23
June 2014 as Independent NED and AC Chairman of Bursa
Malaysia shall hold office until the 38th AGM and shall
then be eligible for re-election. As the Directors’ Self and
Peer Assessment (SPA) under the BEE 2013/2014 was
not available for Mr. Pushpanathan a/l S.A. Kanagarayar,
the NRC considered his contribution at the Board
meetings which he had 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.
The Board also approved the NRC’s recommendation to
support the re-appointment of Tan Sri Ong Leong Huat
who is over the age of 70 years and scheduled to retire
at the 38th AGM, in accordance with Section 129(2)
of the Companies Act 1965 (CA). The approval of the
re-appointment took into consideration the Directors’
SPA results under the BEE 2013/2014 and his actual
performance/contribution and attendance in Board
meetings. However, Tan Sri Ong Leong Huat does not