Bursa Malaysia Annual Report 2015

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GOVERNANCE
65 Bursa Malaysia • Annual Report 2015
CORPORATE GOVERNANCE
STATEMENT
are uploaded onto personal iPads for convenient reference. As
a result, Directors and committee members are able to access
meeting documents and Company information in a timely and
more efficient manner, thus improving Board performance and
overall effectiveness of decision-making.
The Board may seek independent professional advice at the
Company’s expense in discharging its various duties for Bursa
Malaysia. Individual Directors may also obtain independent
professional or other advice in fulfilling their duties, subject
to approval by the Chairman or the Board, depending on the
quantum of the fees involved.
1.6 Qualified and competent Company Secretaries
Both Company Secretaries of Bursa Malaysia have legal
qualifications, and are qualified to act as company secretary
under Section 139A of the Companies Act 1965 (“CA”). One of
them is licensed by the Registrar of Companies whilst the other
is an Associate member of the Malaysian Institute of Chartered
Secretaries and Administrators (“MAICSA”). The Company
Secretaries provide support to the Board in fulfilling its fiduciary
duties and leadership role in shaping the CG of Bursa Malaysia
Group. In this respect, they play an advisory role to the Board,
particularly with regard to the Company’s constitution, Board
policies and procedures, and its compliance with regulatory
requirements, codes, guidance and legislations. The Company
Secretaries also support the Board in managing the Group
Governance Model to ensure its relevance and effectiveness.
The Company Secretaries ensure that deliberations at Board
and Board Committee meetings are well documented, and
subsequently communicated to the relevant Management for
appropriate actions. The Board is updated by the Company
Secretaries on the follow-up of its decisions and recommendations
by the Management.
The Company Secretaries constantly keep themselves abreast of
the evolving capital market environment, regulatory changes and
developments in CG through attendance at relevant conferences
and training programmes. They have also attended the relevant
continuous professional development programmes as required
by the Companies Commission of Malaysia or MAICSA for
practising company secretaries. The Board is satisfied with the
performance and support rendered by the Company Secretaries
to the Board in discharging its functions.
1.7 Board Charter
In addition to the TOR contained in the Company’s Governance
Model document which is available on the Bursa Malaysia
website, the Board Charter serves as a primary reference for
prospective and existing Board members of their fiduciary duties
as Directors of Bursa Malaysia, being an EHC, and the functions
of the Board Committees which correspond to the respective
subsidiary companies within the Group. The Board Charter is
reviewed regularly to ensure it complies with legislations and
best practices, and remains relevant and effective in light of the
Board’s objectives. In November 2015, the Board reviewed and
approved certain revisions to the Board Charter9, which included
delineating the roles of the Public Interest Directors (“PID”),
Non-Executive Directors (“NEDs”) and Independent NEDs in
addition to the duties and responsibilities of the Board as well
as updating various provisions to ensure the document remains
relevant and consistent with the Board’s approved policy and
procedures.
The Board Charter also sets out the procedures to be undertaken
upon expiry of the term of appointment of a PID, and in the
case of election, re-election, appointment or re-appointment of
Directors with reference to the relevant laws, the Malaysian Code
on CG 2012 (“MCCG 2012”) and the Protocol for Appointment of
Directors and Members of Board Committees of Bursa Malaysia.
9 The revised Board Charter as approved by the Board in November 2015 is available at
10 The distinct roles and responsibilities of the NRC in relation to the nomination and remuneration matters are provided in the TOR of the NRC which are available at
corporate/about-us/corporate-governance/terms-of-reference/governance-committees
The Board is satisfied that the NRC has effectively and
efficiently discharged its roles and responsibilities with
respect to its nomination and remuneration functions as
listed in the TOR of the NRC10 . As such, there is no need to
separate the nomination and remuneration functions into
distinct nomination and remuneration committees.
In compliance with Paragraph 15.08A of Bursa Malaysia
Securities Main Market Listing Requirements (“MMLR”),
the Board is pleased to report on the NRC’s activities in
the discharge of its duties, which are mainly described in
Sections 2 and 3 below, as it embraces Principles 2 and 3
of the MCCG 2012 in strengthening the Board composition
and reinforcing independence.