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Bursa Malaysia •
Annual Report 2015
The Board approved the NRC’s recommendation that the Directors who retire in accordance with Article 69 of the AA are eligible to stand for re-election.
All these retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant NRC and Board
meetings, where applicable.
Section 10(1)(b) of the Capital Markets and Services Act 2007 (“CMSA”) provides that the appointment, re-appointment, election or re-election of a Director
of the Company is subject to concurrence by the Securities Commission (“SC”). In this respect, the SC has provided its concurrence on 3 February 2016
in respect of the proposed re-election of the Directors of the Company pursuant to Section 10(1)(b) of the CMSA.
Non-Executive Directors’ (“NEDs”) fees
9. As the fees for the NEDs had just been increased for the financial year (“FY”) 2014, the Board approved the NRC’s recommendation for the Directors’ fees
to remain unchanged in respect of the FY 2015, as set out in the table below:
Directors’ Fees
(as approved at AGMs)
2004 to 2008
(5 consecutive years)
2009 to 2013
(5 consecutive years)
2014 & Proposed for 2015
(Approval sought at 39
th
AGM)
Non-Executive Chairman
RM60,000 per annum
RM90,000 per annum
RM150,000 per annum
Non-Executive Director
RM40,000 per annum
RM60,000 per annum
RM100,000 per annum
Appointment of Auditors
10. The Audit Committee (“AC”) had in January 2016 deliberated the outcome of the Request for Proposal evaluations, which included an assessment of
the engagement teams’ qualifications, credentials and experience, particularly in the financial services sector, the firms’ competitive advantage with
global network resources, their audit work approach, and their ability to provide value added advice and services, as well as to perform the work within
Bursa Malaysia’s timeline. The AC then decided to recommend for the Board’s approval the appointment of Messrs. Ernst & Young (“EY”) as external
auditors of Bursa Malaysia for the FY ending 31 December 2016.
At the same time, the AC further undertook an annual assessment of the quality of audit, which encompassed the performance of the external auditors,
EY, and the quality of their communications with the AC and Bursa Malaysia Group, based on feedback obtained via assessment questionnaires from
Bursa Malaysia personnel who had substantial contact with the external audit team and EY throughout the year. The AC also took into account the
openness in communication and interaction with the lead audit engagement partner and engagement team through discussions at private meetings,
which demonstrated their independence, objectivity and professionalism.
The AC was satisfied with the suitability of EY based on the quality of services and sufficiency of resources they provided to the Group, in terms of
the firm and the professional staff assigned to the audit. The AC was also satisfied in its review that the provision of non-audit services by EY to the
Company for the FY 2015 did not in any way impair their objectivity and independence as external auditors of Bursa Malaysia.
Having regard to the outcome of the evaluations and the annual assessment of external auditors which supported the AC’s recommendation on the
suitability and independence of the external auditors, the Board approved the AC’s recommendation for the shareholders’ approval to be sought at the
39
th
AGM on the appointment of EY as external auditors of the Company for the FY 2016, under
Resolution 6
.
Abstention from Voting
11. Any Director referred to in
Resolutions 2, 3
and
4
, who is a shareholder of the Company will abstain from voting on the resolution in respect of his
re-election at the 39
th
AGM. In this respect, only the Executive Director, Datuk Seri Tajuddin bin Atan, is a shareholder of Bursa Malaysia Berhad. He
shall abstain from voting on
Resolution 4
.
12. Any NEDs of the Company who are shareholders of the Company will abstain from voting on
Resolution 5
concerning remuneration to the NEDs at
the 39
th
AGM.
NOTICE OF 39
TH
ANNUAL GENERAL MEETING
BURSA MALAYSIA BERHAD
(30632-P)
(Incorporated in Malaysia under the Companies Act, 1965)