Bursa Malaysia Annual Report 2014

GOVERNANCE

Bursa Malaysia

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Annual Report 2014

CORPORATE GOVERNANCE STATEMENT

b. Meeting allowance for each Board or Board Committee

meeting attended by a NED

Meeting allowances for Board and Board Committee meetings as

approved by the Board in 2012 remain the same as follows:

Meeting Allowance for Board of Directors Board Committees

Chairman

RM4,000

RM2,500

Member

RM2,000

RM1,500

The meeting allowances also apply to ad-hoc Board Committees,

the Tender Evaluation Committee or any management committee

to which the NEDs are invited pursuant to the Company’s policy

and procedures.

In addition, members of the Regulatory Committee who are not

Directors of Bursa Malaysia have been paid a monthly fixed

allowance of RM1,000 since 2010, so as to retain and motivate

qualified individuals to serve in view of the duties, responsibilities

and time commitments expected of them.

c. Benefits-in-kind and Emoluments

NEDs are not entitled to participate in the Share Grant Plan (SGP)

of Bursa Malaysia or any incentive plan for employees of the

Group. They are given other allowances, such as travelling and

mobile phone allowances. The Chairman is also provided with a

monthly fixed allowance, which was revised from RM50,000 to

RM52,000 effective 1 January 2014 in view of his wide-ranging

scope of responsibilities and the fact that he does not serve on the

boards of any other PLC or market participant regulated by Bursa

Malaysia so as to avoid conflict of interest.

The Executive Director/CEO is not entitled to the above Director’s

fee nor is he entitled to receive any meeting allowance for Board

or Board Committee meetings he attends. The CEO, who also

serves as Chairman of Yayasan Bursa Malaysia, Bursa Malaysia

Derivatives Berhad and Bursa Malaysia Derivatives Clearing

Berhad, and as Director of all other subsidiary companies within

the Group, is also not entitled to Director’s fees for attending Board

meetings.

The CEO’s remuneration package comprises a fixed component

which includes a monthly salary and benefits-in-kind/emoluments,

such as gratuity, a company car, driver and leave passage; and a

variable component which includes short-term incentives in the

form of a performance-based bonus and long-term incentives in the

form of shares under the Restricted Share Plan and Performance

Share Plan of the SGP (Plan Shares), where applicable. The award

of Plan Shares to the CEO in 2014 had been announced via Bursa

LINK on 31 March 2014 and 1 July 2014.

In addition to the above, the Directors have the benefit of Directors

& Officers (D&O) Insurance in respect of any liabilities arising

from acts committed in their capacity as D&O of Bursa Malaysia.

However, the said insurance policy does not indemnify a Director

or principal officer if he or she is proven to have acted negligently,

fraudulently or dishonestly, or in breach of his or her duty or trust.

The Directors and principal officers are required to contribute

jointly towards the premium of the said policy.

Disclosure of each Director’s remuneration, including that of the

CEO, is set out in the Annual Audited Financial Statements of this

Annual Report.

3. REINFORCE INDEPENDENCE

3.1 Annual Assessment of Independence

The Protocol sets out policies and procedures to ensure the

effectiveness of the Independent NEDs on the Board, including

new appointments. The Board, through the NRC, annually assesses

the independence of NEDs using the Directors’ SPA under the BEE.

This is in line with Recommendation 3.1 of the MCCG 2012, as

one of the factors in determining the NEDs’ eligibility to stand for

re-election/re-appointment.

Based on the above assessment in 2014, the Board is satisfied

with the level of independence demonstrated by all the NEDs and

their ability to act in the best interests of the Company during

deliberations at Board meetings.

With regard to the five Independent NEDs who are eligible to stand

for re-election at the forthcoming 38

AGM (as mentioned under

Section 2.2.a.ii of this CG Statement), the NRC is satisfied that

they are independent of management and free from any business

or other relationships which could interfere with their exercise

of independent judgement, objectivity or ability to act in the best

interests of the Company. The Board, therefore, recommends and

supports their proposed re-election in accordance with Article 69

and Article 76 of the AA.

3.2 Tenure of Independent Director

The Board has implemented a nine-year policy for Independent

NEDs, in line with Recommendation 3.2 of the MCCG 2012. The

Directors among the first batch of Independent NEDs of the

demutualised Bursa Malaysia had already retired on a gradual

basis at the 35

and 36

AGMs to enable the progressive refreshing

of the Board in line with best CG practice.

9 Information on the composition, number of meetings held and attendance of meetings of the Board and all Board Committees is set out under Section 4.1 of this CG Statement