Bursa Malaysia Annual Report 2014

GOVERNANCE

Bursa Malaysia

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Annual Report 2014

CORPORATE GOVERNANCE STATEMENT

wish to seek re-appointment pursuant to Section 129(6)

of the CA. Hence, he will retire at the conclusion of the

AGM in accordance with Section 129(2) of the CA.

Section 10(1)(b) of the CMSA requires Bursa Malaysia,

as an EHC, to obtain the SC’s concurrence on any

proposed appointment or re-appointment of Directors

(other than PIDs) on the Board of the Company. Hence,

a formal submission was made to the SC in December

2014 to seek its concurrence on the re-election and

re-appointment of those Directors prior to seeking the

shareholders’ approval at the 38

AGM. As part of the

approval process, the SC conducts vetting on each

Director to determine if he or she is a person of integrity,

and is fit and proper to be a Director of an EHC.

The NRC reviews the composition of the Board Committees

annually in accordance with the procedures set out in the

Protocol. In determining candidates for appointment to the

Board Committees, various factors are considered, including

the time commitment of the Board Committee members in

discharging their role and responsibilities through attendance

at their respective meetings. The attendance at Board

Committee meetings during the financial year ended 31

December 2014 is provided under Section 4.1 of this CG

Statement.

The NRC also refers to the results of the Board Committee

Effectiveness Assessment and Board Committee members’

SPA under the BEE, to ensure that feedback given is taken

into consideration by the relevant Board Committees in

determining action plans for enhancements.

b. Annual assessment

The NRC carries out the BEE exercise annually. For this

purpose, an external consultant is engaged every three

years to assist the NRC in this assessment, with the last

one conducted by an external consultant in 2011. KPMG

Management & Risk Consulting Sdn Bhd (KPMG) was

appointed on 18 June 2014 to carry out the BEE 2013/2014

for the period from 1 July 2013 to 30 June 2014. In July

2014, the BEE was conducted by the external consultant,

KPMG via questionnaires, that included a Board and Board

Committee Effectiveness Assessment, Individual Directors’/

Independent Individuals’ and/or Board Committee members’

SPA. The NRC had in October 2014 reviewed the outcome of

the BEE and recommended to the Board on areas which had

been identified for improvement.

The effectiveness of the Board is assessed in the areas of

Board mix/diversity, composition and governance, quality of

information and decision-making and Boardroom activities,

as well as in terms of each Director’s skill set matrix. The

Board, through the Governance and Regulatory Committee

Effectiveness Assessment, examines the respective

Governance and Regulatory Committees, including their

respective Chairmen, to ascertain whether their functions

and duties are effectively discharged in accordance with their

respective TOR. The effectiveness of the Board Committees is

assessed in terms of composition and governance, meeting

administration and conduct, skills and competencies, and

roles and responsibilities.

The Directors’ SPAs are intended to assess their contribution,

performance, calibre and personality in relation to the skills,

experience and other qualities they bring to the Board. The SPA

process also examines the ability of each Board or Committee

member to give input at meetings and to demonstrate a

high level of professionalism and integrity in the decision-

making process. It also takes into account the ability of

each individual Director and Board Committee member to

exercise independent judgement and demonstrate objectivity

and clarity of thought on issues during deliberations at

meetings, provide logical honest opinion, offer practical and

realistic advice to the Board and/or Committee discussions.

The results of these assessments form the basis of the

NRC’s recommendations to the Board for the re-election and

re-appointment of Directors at the next AGM, and the re-

appointment of Board Committee members for the ensuing

term of one year from 1 July 2015.

In December 2014, each Board and Board Committee

member was provided with individual results together with a

peer average rating on each area of assessment for personal

information and further development.

c. Gender diversity policy

The Board’s policy on gender diversity is to have two women

Directors by 2013 and three women Directors by 2016. In

2014, the NRC reviewed the refreshed pool of candidates,

taking into account candidate criteria as determined by the

NRC and approved by the Board.

In February 2014, Dato’ Zuraidah Atan was appointed as PID

to replace Datuk Puteh Rukiah Abd Majid, who retired on 26

May 2013. After the retirement of Datuk Dr. Syed Muhamad

Syed Abdul Kadir on 4 August 2014, Puan Eshah Meor

Suleiman was appointed PID on 1 November 2014. With the