Bursa Malaysia Annual Report 2014

GOVERNANCE

Bursa Malaysia

•

Annual Report 2014

The Board of Directors of Bursa Malaysia presents the Audit Committee Report which provides insights

into the manner in which the Audit Committee discharged its functions for the Group in 2014.

AUDIT COMMITTEE REPORT

COMPOSITION AND ATTENDANCE

The Audit Committee (AC) comprises four members, all of whom are Non-

Executive Directors (NEDs); three being Independent NEDs and one Public

Interest Director (PID) who also satisfies the test of independence under Bursa

Malaysia Securities Berhad's Main Market Listing Requirements (MMLR). This

meets the requirements of paragraph 15.09(1)(a) and (b) of MMLR. The AC

members and their attendance records are outlined in the Corporate Governance

(CG) Statement.

The AC Chairman, Mr. Pushpanathan a/l S.A. Kanagarayar, is a member of

the Institute of Chartered Accountants of Scotland, the Malaysian Institute

of Accountants and the Malaysian Institute of Certified Public Accountants.

Accordingly, Bursa Malaysia complies with paragraph 15.09(1)(c)(i) of MMLR. Mr.

Pushpanathan a/l S.A. Kanagarayar was appointed Independent Non-Executive

Director and AC Chairman on 23 June 2014, replacing Tan Sri Datuk Dr. Abdul

Samad bin Haji Alias who retired as Independent Non-Executive Director at Bursa

Malaysia's 37

Annual General Meeting (AGM) and ceased as AC Chairman on 27

March 2014. Prior to the appointment of Mr. Pushpanathan, an AC meeting held

on 14 April 2014 was chaired by Datuk Dr. Syed Muhamad bin Syed Abdul Kadir.

The Board reviews the terms of office of the AC members and assesses the

performance of the AC and its members through an annual Board Committee

effectiveness evaluation. The Board is satisfied that the AC and its members

discharged their functions, duties and responsibilities in accordance with the

AC's Terms of Reference, supporting the Board in ensuring the Group upholds

appropriate CG standards.

MEETINGS

The AC held five meetings in 2014 without the presence of other Directors and

employees, except when the AC requested their attendance. The Chief Executive

Officer (CEO) was invited to all AC meetings to facilitate direct communication

as well as to provide clarification on audit issues and the Group's operations.

The Senior Executive Vice President, Group Internal Audit (GIA), who is also the

Head of GIA, and departmental heads of the respective GIA functions attended

all AC meetings to table the respective Internal Audit (IA) reports. The relevant

responsible Management members of the auditees were invited to brief the AC

on specific issues arising from audit reports.

As part of the AC’s efforts to ensure the reliability of Bursa Malaysia’s quarterly

financial statements and compliance with applicable Financial Reporting

Standards, the External Auditors were engaged to conduct a limited review of

Bursa Malaysia’s quarterly financial statements before these were presented to

the AC for review and recommendation for the Board’s approval and adoption. In

this respect, the lead audit engagement partner of the External Auditors attended

four AC meetings in 2014 to present the auditors’ report on the annual audited

financial statements for 2013, as well as the auditors’ review reports on the

unaudited quarterly financial statements together with that of the cumulative

quarters for 2014.

During the first meeting in 2014 between the External Auditors and the AC, the AC

obtained the External Auditors’ confirmation that they were provided unfettered

access to information and co-operation from the Management throughout the

course of the audit. The External Auditors were also invited to raise any matter

that they considered was important for the AC’s attention.

The AC had two private meetings with the External Auditors in 2014 without the

presence of the CEO, Management and Internal Auditors. At these meetings, the

AC enquired about Management’s co-operation with the External Auditors, their

sharing of information and the proficiency and adequacy of resources in financial

reporting functions, particularly in relation to the applicable Financial Reporting

Standards. The AC Chairman also permitted the External Auditors to contact him

at any time that they became aware of incidents or matters in the course of their

audits or reviews that needed his attention or that of the AC or Board.

Minutes of each AC meeting were recorded and tabled for confirmation

at the following AC meeting and subsequently presented to the Board for

notation. In 2014, the AC Chairman presented the Board with the Committee's

recommendations to approve the annual and quarterly financial statements as

well as declaration of dividends. The AC Chairman also conveyed to the Board

matters of significant concern as and when raised by the External Auditors or

Internal Auditors.

SUMMARY OF ACTIVITIES

The AC’s activities during 2014 comprised the following:

1. Financial Reporting

In overseeing Bursa Malaysia’s financial reporting, the AC reviewed

the quarterly financial statements for the fourth quarter of 2013 and

the annual audited financial statements of 2013 at its meeting on 27

January 2014.