Bursa Malaysia Annual Report 2015

GOVERNANCE

Bursa Malaysia •

Annual Report 2015

In March 2015, Tan Sri Ong Leong Huat who did not seek for

re-election as an Independent NED, retired at the close of the

Annual General Meeting (“AGM”) in accordance with Section

129(2) of the CA. Since then, the Board size was reduced

to 10. The search for potential candidate(s) with relevant

experience/skill sets had been ongoing to complement the

remaining Directors on the Board in meeting the current and

future needs of the Company.

a. Determination of selection criteria for recruitment

of Directors

The NRC had in April 2015 considered a benchmarking

study on the Board compositions at comparable exchanges

in relation to the Directors’ expertise/skills, experience and

qualifications. Having regard to this internal study and the

preliminary review by the NRC, the Board agreed on the

need to develop a comprehensive Directors’ skills matrix

with the view to identify possible gaps in the skill sets of

the existing Board with reference to the benchmarking

study as well as the strategic direction of Bursa Malaysia

as an EHC and business entity. Hence, the selection criteria

for the new recruitment of Directors of Bursa Malaysia

would be determined based on the outcome of the Board

composition review including the gap analysis. The NRC

would then refresh the pool of potential candidates based

on the identified selection criteria.

For the above purpose, in June 2015, the Board engaged an

independent Consultant specialising in Board performance

and recruitment, to conduct a review on the Board

composition. In July 2015, the Consultant presented to

the NRC its detailed report comprising amongst others,

its benchmarking study on the Board compositions at

comparable exchanges, the ideal Board matrix, the outcome

of the gap analysis review, the selection criteria for new

appointments of Directors based on the gap analysis as

well as the Board training needs analysis. The Consultant’s

report and the NRC’s recommendations on the same were

presented to the Board in July 2015. In this respect, the

Board approved the “must have” and “nice to have” criteria

for the selection of new Directors for the Board of Bursa

Malaysia as well as for the Boards of subsidiaries within the

Group.

In August 2015, the NRC commenced the skill sets review

of the refreshed pool of potential candidates based on the

established selection criteria, taking into consideration the

mix of skills, experience and strength in the qualities which

would be relevant or necessary for the Board to discharge

its responsibilities in an effective and competent manner.

The potential candidates were shortlisted by the NRC based

on the “must have” and “nice to have” criteria. The NRC

was mindful of the need to achieve diversity in the aspects

of ethnicity, age and gender in shortlisting the potential

candidates.

The NRC also conducted a competency assessment of

the shortlisted potential candidates by evaluating their

experience based on their respective profiles, and also

other areas such as interpersonal style, independence

and integrity, collaboration and influencing skills based

on feedback obtained from the Directors who had direct

dealings with the shortlisted potential candidates.

The recruitment exercise by the NRC had been ongoing in

view of expanding the pool of potential candidates based on

the identified selection criteria.

In this respect, the NRC has also engaged a Consultant

specialising in Board recruitment, to conduct independent

competency assessment of shortlisted potential candidates

which include online assessment and interview, to assess

the candidates’ leadership competencies, traits and drivers.

The NRC would then consider the assessment results from

the Consultant in order to determine the final candidate(s)

for recommendation to the Board. The NRC would also

meet with the final shortlisted candidate(s) as part of the

selection process to consider other factors, which include

the candidate’s ability to commit sufficient time and energy

to Bursa Malaysia’s matters, and ability to satisfy the

test of independence taking into account the candidate’s

character, integrity and professionalism. The proposed

candidate will be required to confirm that he/she meets

the criteria for an independent director as prescribed in the

MMLR and its Practice Note 13 prior to recommending to

the Board for approval of his/her proposed appointment as

an Independent NED.

CORPORATE GOVERNANCE

STATEMENT

14 Paragraph 15.08A(3)(b) of the MMLR