Bursa Malaysia Annual Report 2014

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GOVERNANCE
Bursa Malaysia • Annual Report 2014 61
CORPORATE GOVERNANCE STATEMENT
appointment of these two women Directors, the target of the
Board’s gender diversity policy was met in the fourth quarter
of 2014.
The NRC would consider the appointment of an Independent
NED in pursuit of its target of three women directors by 2016,
taking into account the combination of skill, experience
and strength in the qualities necessary to strengthen the
composition of the Board. Pending this appointment by 2016,
the Board shall retain its size at 11.
d. Appointment of SID
Dato’ Saiful Bahri Zainuddin who served as a member of the
NRC since 12 May 2009 was appointed the SID for 2014,
replacing the SID for 2013, Tan Sri Ong Leong Huat.
Prior to expiry of the term of appointment of the fourth SID in
December 2014, the NRC undertook the nomination process
to recommend a new SID for 2015, who will carry out the
responsibilities in accordance with the TOR of the SID8. As
Dato’ Saiful Bahri Zainuddin is one of the longest serving
Independent NEDs of Bursa Malaysia, the Board had in
December 2014 extended his term of appointment as SID for
a further one-year term commencing 1 January 2015.
2.3 Remuneration policies
The specific responsibilities of the NRC in relation to remuneration
matters as set out under its TOR include, amongst others:
• formulating and reviewing the remuneration policies
and remuneration for the members of the Board, Board
Committees, and the CEO, and recommending the same to
the Board for approval; and
• recommending the engagement of external professional
advisors to assist and/or advise the NRC on remuneration
matters, where necessary.
The NRC has also been appointed by the Board to implement and
administer the Share Grant Plan (SGP) in accordance with the SGP
By-Laws which was approved by the shareholders, since 26 May
2011.
The Board is mindful that fair remuneration is critical to attract,
retain and motivate the Directors of the Company as well as
other individuals serving as members of the Board Regulatory
Committees.The Board has thus established formal and transparent
remuneration policies and procedures for the Board and Board
Committees. The NRC reviews the Board remuneration policy
annually, and in the course of deliberating on the remuneration
policy, considers various factors including the NEDs’ fiduciary
duties, time commitments expected of NEDs and Board Committee
members and the Company’s performance and market condition.
The NRC also takes into consideration remuneration of directors
of other public listed companies (PLCs), particularly those in the
financial sector, government-linked companies and other stock
exchanges to ensure that the Board’s remuneration policies are
competitive in reflecting the prevalent market rate.
In January 2014, the Board approved the NRC’s recommendation
to maintain the same remuneration policy and fees of the NEDs as
in 2013, which in turn were approved by the shareholders at the
37th AGM. The Board decided to maintain the remuneration level
for the fifth consecutive year in view of having a comprehensive
Board remuneration review by an external consultant.
The remuneration policy for the NEDs comprises the following:
a. Directors’ Fees
The Directors' Fees are at RM90,000 per annum for the Chairman
and RM60,000 per annum for each NED of Bursa Malaysia (as
approved by the shareholders at the 33 rd, 34th, 35th, 36th and 37th
AGMs for 2009, 2010, 2011, 2012 and 2013 respectively).
In June 2014, the Board via NRC engaged KPMG to conduct a
Board remuneration review to ascertain the competitiveness of the
Board’s remuneration policy in comparison with other PLCs and
exchanges (Comparator Companies and Comparator Exchanges).
This is to ensure that current remuneration levels are sufficient
to attract, retain and motivate qualified directors to serve on the
Board. Between July and September 2014, the NRC had reviewed
Bursa’s positioning on the Directors' remuneration over the past
10 years from 2004 to 2013.
In benchmarking against an average remuneration of the market of
Comparator Exchanges and Comparator Companies, the Board in
September 2014 approved the NRC’s recommendation for revision
based on a comparative analysis of the remuneration of the
NEDs, taking into account the increasing responsibilities and time
commitment expected of them. The NEDs’ fees in respect of 2014
is proposed to increase to RM150,000 per annum for the Chairman
and RM100,000 per annum for each NED of Bursa Malaysia. This
is subject to shareholders’ approval at the forthcoming 38th AGM.
8 The TOR of the SID is available at About Us-Corporate Governance