77 / 206
GOVERNANCE
Bursa Malaysia
•
Annual Report 2014
65
CORPORATE GOVERNANCE STATEMENT
a. Protocol for Appointment of Director
To ensure that Directors have sufficient time to fulfil their roles and
responsibilities effectively, one criterion as agreed by the Board
for determining candidates for the pool of potential Directors is
that they must not hold directorships at more than five PLCs (as
prescribed in Paragraph 15.06 of MMLR).
Under Recommendation 4.1 of the MCCG 2012, the Board should
stipulate the expectations of time commitments for members who
accept new directorships. The Protocol requires the Directors to
notify the Chairman before accepting any new directorship. The
notification should include an indication of the time that will be
spent on the new appointment. This information will be shared with
the Board, together with a quarterly update by individual Directors
on their directorships and shareholdings in Bursa Malaysia, to
confirm the Board members’ commitment in devoting sufficient
time to carry out their responsibilities.
Such information is also used tomonitor the number of directorships
held by the Directors of Bursa Malaysia, particularly those on
PLCs, and to notify the Companies Commission of Malaysia of any
changes in other directorships on public companies.
The Protocol has been further updated to formalise the
processes undertaken by the NRC and the Board in assessing
the performance, contribution and independence of the NEDs for
determining the eligibility of Directors to stand for re-election or
re-appointment at the AGM, in line with Recommendation 3.1
of the MCCG 2012. The nomination and selection process for
the pool of independent candidates was also formalised, as the
NRC determines the eligibility of the candidates in terms of their
qualifications and professional membership, relevant background
and industry experience, as well as knowledge and expertise in line
with the membership classifications of the respective Regulatory
Committees for which they are being considered.
With the proposed establishment of the functional Board of the
subsidiaries within the Group, the NRC’s role has expanded to be
responsible for reviewing the suitability of Directors of the EHC and
the suitability of external independent individuals with relevant
industry experience to sit on the Board of subsidiary companies as
Nominee Directors of Bursa Malaysia. This was also incorporated in
the Protocol which was approved by the Board in October 2014.
b. Annual Meeting Calendar
To facilitate the Directors’ planning, an annual meeting calendar
is prepared and circulated in advance of each new year. The
calendar provides Directors with the scheduled dates for meetings
of the Board and Board Committees, the AGM, major conferences
hosted by the Company, as well as the closed periods for
dealings in securities by Directors based on the targeted dates of
announcements of the Group’s quarterly results. This calendar is
available on the electronic devices provided to all Directors.
4.2 Training
The Board takes a strong view on the importance of continuing education
for its Directors to ensure they are equipped with the necessary skills and
knowledge to meet the challenges of the Board. A budget for Directors’
continuing education is therefore provided each year by the Company.
The Board also has a policy that requires each Director to attend at least
three training sessions on capital market developments each year, to
keep abreast of industry developments and trends. In addition, each
Director shall further determine the areas of training that he or she may
require for personal development as a Director or Board Committee
member.The Company Secretaries arrange for the Directors’ attendance
at these training programmes, which are conducted either in-house or
by external service providers.
The newly appointed PIDs, Dato’ Zuraidah Atan and Puan Eshah Meor
Suleiman had completed the Mandatory Accreditation Programme
(MAP) in August 2005 and August 2001 respectively when they were
first appointed as directors of listed issuers. Mr. Pushpanathan a/l S.A.
Kanagarayar, an Independent NED had also completed the MAP in March
2013 when he was first appointed as a director of a listed issuer. All
three individuals attended the induction programme organised by the
Company Secretaries to be familiarised with the Group’s business
and governance process. They were also familiarised with operations
through briefings by the relevant Management teams.
The Directors observe Principle 4 of the MCCG 2012 by attending
conferences, briefings and workshops to update their knowledge and
enhance their skills. All Directors of Bursa Malaysia attended at least
five training programmes in 2014, of which at least three programmes
focused on capital market development. The three newly appointed
Directors have also met the requirements on a pro-rated basis since the
dates of their respective appointments.
Overall, the development programmes focused on CG (including audit,
risk management and internal audit), leadership, legal and business
management and financial and capital markets. The Directors were
also invited to attend series of talks organised by Bursa Malaysia and
various professional associations and regulatory bodies. Some Directors
attended conferences and seminars as guest speakers, panellists or
moderators. The Directors also attended the two main conferences on