Bursa Malaysia Annual Report 2014

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GOVERNANCE
Bursa Malaysia • Annual Report 2014 69
8. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS
8.1 Encourage shareholder participation at general meetings
Bursa Malaysia dispatches notice of its AGM to shareholders at least 28
days before the AGM, well in advance of the 21-day requirement under
the CA and MMLR.The additional time given to shareholders allows them
to make necessary arrangements to attend and participate in person or
by corporate representative, proxy or attorney.
Bursa Malaysia distributes an Administrative Guide when giving notice
of the AGM, which provides information to the shareholders regarding
the details of the AGM, their entitlement to attend the AGM, their right
to appoint a proxy and information as to who may count as a proxy. The
Company allows a member to appoint a proxy who may but need not be
a member of the Company. If the proxy is not a member of the Company,
he or she need not be an advocate, an approved company auditor or a
person approved by the Registrar of Companies.
At the 37th AGM held on 27 March 2014, the Chairman briefed members,
corporate representatives and proxies who were present of their right to
speak and vote on the resolutions set out in the Notice of 37th AGM dated
27 February 2014. This is in line with Paragraph 7.21A(2) of MMLR for
promoting participation of members through proxies.
Commencing with the 35th AGM held on 29 March 2012, Bursa Malaysia
removed the limit on the number of proxies to be appointed by an
exempt authorised nominee with shares in the Company for multiple
beneficial owners in one securities account to allow greater participation
of beneficial owners of shares at general meetings of the Company.
The AA of the Company further entitles a member to vote in person or
by corporate representative, proxy or attorney. Essentially, a corporate
representative, proxy or attorney shall be entitled to vote both on a show
of hands and on a poll as if they were a member of the Company.
In line with Section 145A of the CA, the AA of the Company has been
amended to allow for the use of technology to facilitate shareholders’
participation at general meetings.
8.2 Encourage poll voting
In line with international best practice in CG, voting at the 37th AGM,
held on 27 March 2014, was conducted by poll, instead of by a show
of hands. Poll voting more accurately and fairly reflects shareholders’
views by ensuring that every vote is recognised, in accordance with
the principle of ‘one share one vote’. The practice thus enforces greater
shareholder rights, and allows shareholders who appoint the Chairman
of the Meeting as their proxy to have their votes properly counted in
fulfilment of their voting rights.
In accordance with Article 54 of the AA, the Chairman of the Meeting
exercised his right to demand a poll with respect to all resolutions which
were put to vote at the 37th AGM except for two resolutions on which he
was required to abstain from voting. Two other shareholders demanded
poll voting for Resolutions 6 and 8 as set out in the Notice of 37th AGM.
Voting slips for the 37th AGM were issued by the Share Registrar upon
registration, and were pre-printed with details of the shareholder’s name,
identity card number/company number and number of shares held. The
polling process for the resolutions was conducted upon completion of
deliberation of all items to be transacted at the 37th AGM.
Article 55 of the AA allows poll voting to be conducted manually using
voting slips, or electronically using various electronic voting devices, for
the purpose of more efficiently determining the outcome of resolutions.
The 37th AGM was adjourned for the Poll Administrator, Tricor Investor
Services Sdn Bhd to commence the poll vote count, where the votes as
cast on the voting slips were input for computation using an electronic
system. The results of the poll were verified by the Scrutineers, Ernst
& Young. The meeting resumed and the results of the poll for each
resolution, including votes in favour and against, were announced by the
Scrutineers, upon which the Chairman declared whether the resolutions
were carried. The poll results were also announced by Bursa Malaysia
via Bursa LINK on the same day for the benefit of all shareholders.
8.3 Effective communication and proactive engagements
At the 37th AGM, all 11 Directors were present in person to engage
directly with shareholders, and be accountable for their stewardship
of the Company. The proceedings of the 37th AGM included the CEO’s
presentation of the Company’s operating and financial performance
for 2013, the presentation of the external auditors’ unqualified report
to the shareholders, and a Questions & Answers session during which
the Chairman invited shareholders to raise questions pertaining to
the Company’s accounts and other items for adoption at the meeting,
before putting a resolution to vote. The Directors, CEO, Management and
external auditors were in attendance to respond to the shareholders’
queries. The CEO also shared with the shareholders the Company’s
responses to questions submitted in advance of the AGM by the Minority
Shareholder Watchdog Group.
Shareholders were also invited to submit any additional questions they
might have had via an enquiry box placed at the venue of the 37 th AGM
so that these could be responded to in writing after the meeting. Officers
of the Company were present to handle other face-to-face enquiries
from shareholders.
COMPLIANCE STATEMENT
This Statement on the Company’s CG practices is made in compliance with
Paragraphs 15.25 and 15.08A of MMLR.
The Board is satisfied that in 2014, the Company fully complied with the principles
and recommendations of the MCCG 2012.
This Statement was approved by the Board on 29 January 2015.
CORPORATE GOVERNANCE STATEMENT