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GOVERNANCE
Bursa Malaysia
•
Annual Report 2014
63
CORPORATE GOVERNANCE STATEMENT
All NEDs have served the Board for less than nine years, except
for the outgoing Chairman of the Board of Bursa Malaysia, Tun
Mohamed Dzaiddin Haji Abdullah who has served on the Board of
Bursa Malaysia for 11 years from 1 March 2004 to 28 February
2015. Tan Sri Amirsham A Aziz, who is appointed by the Minister
of Finance (MOF) in consultation with the SC pursuant to Section
10(1)(a) and (3) of the CMSA, will succeed as a PID and Chairman
of the Board of Bursa Malaysia effective 1 March 2015. The tenures
of service of the Directors are set out in the Board of Directors’
Profiles of this Annual Report.
3.3 Shareholders’ approval for re-appointment as Independent
Non-Executive Director after a tenure of nine years
Currently, none of the Independent NEDs of Bursa Malaysia has
served the Board for nine years.
3.4 Separation of positions of the Chairman and CEO
As a PID, the Chairman leads the Board with a keen focus on
governance and compliance. In turn, the Board monitors the
functions of the Board Committees in accordance with their
respective TOR to ensure its own effectiveness. The positions
of Chairman and CEO are held by two different individuals. The
CEO is a Non-Independent Executive Director, who manages the
business and operations of the Company and implements the
Board’s decisions. The distinct and separate roles of the Chairman
and CEO, with their clear division of responsibilities, ensure a
balance of power and authority, such that no one individual has
unfettered decision-making powers.
3.5 Composition of the Board
The Board of Bursa Malaysia, chaired by a PID, comprises 11
Directors of whom four are PIDs, six are Independent NEDs and
one is an Executive Director who also serves as the CEO. Section
10(1)(a) of the CMSA provides that one-third of the Board shall
be PIDs, including the Chairman. Their appointment by the MOF
in consultation with the SC, is in line with the requirements of
the CMSA for the Company to act in the public interest, having
particular regard for investors in performing its duties as an EHC.
The Independent NEDs account for more than 50% of the Board,
where the Chairman of the Board is not an independent director
pursuant to Recommendation 3.5 of the MCCG 2012. The Directors
play an active role in the Board’s decision-making process,
offering vast experience and knowledge as well as independence
and objectivity, acting in the best interests of Bursa Malaysia, and
thereby safeguarding the public interests.
4. FOSTER COMMITMENT
4.1 Time commitment
The TOR of the Board of Directors was amended in 2014 to set
higher quorum and attendance requirements in Board meetings.
The quorum for Board meetings was revised from at least 50% to
two-thirds of the number of Directors on the Board, while Board
meeting attendance requirement for Directors was revised from at
least 50% to 75% attendance.
All the Directors had attended at least 75% of all Board of Directors
and Board Committee meetings held in 2014. The quorum of Board
meetings had been met with attendance of not less than seven out
of 10 Directors who participated in decision-making at each Board
meeting. This is evidenced by the attendance record set out in the
table below. The NEDs met twice in 2014 without the presence
of the CEO and Executive Director. The attendance of individual
Regulatory Committee members who are not Directors of Bursa
Malaysia is also provided in the same table.
Chairman
Member
Non-member
Notes:
+ from 1 July 2014
~ up to 30 June 2014
# resigned on 10 February 2014 and no MPC meeting held between
1 January 2014 and 9 February 2014
*
no RACC held between 1 July 2014 and 4 August 2014
∞ Two NED meetings were held in 2014 i.e. on 19 June 2014 and 6
December 2014 respectively
** Two meetings were held between the AC and the external
auditors, Ernst & Young i.e. on 16 October 2014 and 20 November
2014 respectively
^ dissolved on 11 May 2014
10 appointed as Public Interest Director on 19 February 2014
11 appointed as Public Interest Director on 1 November 2014
12 retired as Public Interest Director with effect from 5 August 2014
13 appointed as Independent Non-Executive Director on 23 June 2014
14 retired as Independent Non-Executive Director at the 37
th
AGM held
on 27 March 2014