Bursa Malaysia Annual Report 2015

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GOVERNANCE
66 Bursa Malaysia • Annual Report 2015
2. STRENGTHEN COMPOSITION
2.1 Nominating Committee
a. Composition and responsibilities of the NRC
The NRC comprises four NEDs of whom one is a PID and three
are Independent NEDs. The NRC is chaired by an SID. Dato’
Saiful Bahri Zainuddin was appointed as the Chaiman of NRC
with effect from 1 March 201511 until 31 December 2015, after
the retirement of Tun Mohamed Dzaiddin Haji Abdullah as PID
and Chairman of the Board of Bursa Malaysia on 28 February
2015.
Regarding nomination, selection and assessment of Directors,
the specific responsibilities of the NRC include, among others:
i. formulating the nomination, selection and succession
policies for the members of the Board, Board
Committees, SID and CEO;
ii. making recommendations to the Board on new
candidates for election/appointment, and re-election/
re-appointment of Directors to the Board or for
appointments to fill casual vacancies;
iii. making recommendations to the Board on the
appointment of Directors on the functional Boards of
the subsidiaries of Bursa Malaysia;
iv. reviewing the skills, experience and other qualities of
the Board annually to ensure an appropriate range and
mix of capabilities among members;
v. establishing a set of quantitative and qualitative
performance criteria to evaluate the performance of
the members of the Board and Board Committees, and
the CEO; and
vi. reviewing and recommending to the Board the
appointment of members to Board Committees
established by the Board for each term.
b. Appointment of SID
Dato’ Saiful Bahri Zainuddin was appointed the SID for a
term of two years for 2014 and 2015. Prior to the expiry
of his term of appointment in December 2015, the NRC
undertook the nomination process to recommend a new
SID, who would carry out the responsibilities in accordance
with the TOR of the SID 12 for the next term of two years
commencing from 1 January 2016 to 31 December 2017.
In determining the Director to be appointed as SID of Bursa
Malaysia, the NRC took into consideration several factors,
including the fact that he was one of the longest serving
Independent Directors on the Board and that he must
possess strong leadership qualities to lead the Independent
Directors of Bursa Malaysia.
In November 2015, the Board approved the appointment
of Datuk Karownakaran @ Karunakaran a/l Ramasamy as
the SID for 2016 and 2017. The appointed SID shall be the
Chairman of the NRC with effect from 1 January 2016 in
accordance with the TOR of the NRC.
2.2 Develop, maintain and review criteria for recruitment and
annual assessment of Directors
The policies and procedures for recruitment and appointment
(including re-election/re-appointment) of Directors are set out in
a document approved by the Board referred to as the Protocol
for Appointment of Directors and Board Committee Members
of Bursa Malaysia (“the Protocol”). The NRC is guided by the
Protocol13 in carrying out its responsibilities in respect of the
nomination, selection and appointment process for Directors
of Bursa Malaysia and its subsidiaries, which also provides
the requirements under the relevant laws and regulations on
the matter. In this respect, the Board has established a pool of
potential Directors/Committee (Governance and Regulatory)
members of Bursa Malaysia, for its reference when considering
new appointments, in line with the sourcing process and criteria
for potential candidates as set out in the Protocol. The pool is
refreshed from time to time, to ensure the list of potential
candidates available for the NRC/Board’s consideration remains
relevant and offers the talents/skills required.
In its effort to promote boardroom diversity, the NRC has taken
various steps to ensure that women candidates are sought from
various sources as part of its recruitment exercise. Apart from
the nominations which the NRC may receive from Directors and
Committee members for the pool, potential candidates were
also sourced from the relevant bodies and/or the regulator(s).
Invitations were sent out to the potential candidates to participate
in the pool by providing their particulars and confirming certain
personal information which would be relevant for the NRC’s
reference in the process.
CORPORATE GOVERNANCE
STATEMENT
11 Based on the revised membership classification in the TOR of the NRC as approved by the Board in January 2015
12 The TOR of the SID is available at
13 Updated to reflect the processes in developing the selection criteria having regard to the mix of skills, and in assessing the Directors’ performance and contribution as well as their independence and objectivity