Bursa Malaysia Annual Report 2015

77 / 222

GOVERNANCE
69 Bursa Malaysia • Annual Report 2015
c. Review of Directors proposed for re-election/re-
appointment
Pursuant to Article 69 of the Articles of Association (“AA”) of
the Company, Directors (other than PIDs) are to be elected
at every AGM of the Company, where one-third of the
Directors who have been the longest in office since their
last election should retire. Eligible directors may seek re-
election at the AGM. Based on the schedule of retirement
by rotation, the NRC is responsible for recommending
to the Board those Directors who are eligible to stand for
re-election/re-appointment. This recommendation is based
on formal reviews of the performance of the Directors, taking
into account their BEE 2014/2015 results, contribution to
the Board through their skills, experience, strengths and
qualities, level of independence and ability to act in the best
interests of the Company in decision-making.
In November 2015, the Board approved the recommendation
of the NRC that the three Directors who are due to retire
by rotation at the 39th AGM – Datuk Karownakaran @
Karunakaran a/l Ramasamy, Mr. Pushpanathan a/l S.A.
Kanagarayar and Datuk Seri Tajuddin Atan – be eligible to
stand for re-election. All three Directors had expressed their
intention to seek re-election at the 39th AGM.
Section 10(1)(b) of the CMSA requires Bursa Malaysia, as an
EHC,to obtain the SC’s concurrence on any proposed election
or re-election of Directors (other than PIDs) on the Board
of the Company. Hence, a formal submission was made to
the SC in November 2015, to seek its concurrence on the
re-election of those Directors prior to seeking the
shareholders’ approval at the 39th AGM. As part of the
approval process, the SC conducts vetting on each Director
to determine if he is a person of integrity and is fit and
proper to be a Director of an EHC. The SC had on 3 February
2016 provided its concurrence on the proposed re-election
of the said three Directors.
Section 10(1)(a) of the CMSA provides that the appointment
of a PID shall be made by the Minister of Finance in
consultation with the SC. With reference to the Protocol,
the relevant divisions of the Ministry of Finance and the SC
which are involved in the process for appointment of the
PID of Bursa Malaysia in accordance with Section 10(1)(a)
of the CMSA would be notified on the expiry of the term
of appointment of a PID, at least three months prior to the
expiry date.
The TOR of the NRC were amended with effect from
6 December 2014, to reflect the NRC’s responsibility to
make recommendations to the Board on any proposed
extension of the term of appointment of a PID. Hence, the
NRC had in October 2015 reviewed and assessed the PID,
Datuk Dr. Md Tap Salleh’s performance, contribution and
independence in view of the impending expiry of his term
of appointment on 31 March 2016. In its assessment, the
NRC considered various factors including the Director’s
SPA results of the BEE 2014/2015 for decision-making.
The Board had in November 2015 approved the NRC’s
recommendation and subsequently, submitted its decision
for the Minister of Finance’s consideration in relation to the
extension of the term of appointment of Datuk Dr. Md Tap
Salleh as PID pursuant to Section 10(1)(a) of the CMSA.
d. Review of the composition of Board Committees
The NRC reviews the composition of the Board Committees
once in every two years in accordance with the TOR of
the Board Committees. In determining candidates for
appointment to the Board Committees, various factors
are considered, including the time commitment of the
Board Committee members in discharging their role and
responsibilities through attendance at their respective
meetings, their performance and contribution to the
achievement of the Board Committees’ goals and objectives,
possession of the attributes, capabilities and qualifications
considered necessary or desirable for committee service
and demonstration of independence, integrity and
impartiality in decision-making. The attendance at Board
Committee meetings during the financial year ended 31
December 2015 is provided under Section 4.1 of this CG
Statement.
In this respect, the appointment and removal processes
for the independent individuals appointed to the LC, MPC
and APC are embedded in the Guidelines for Appointment
and Removal of Regulatory Committee Members, as
approved by the Board in November 2015. The objective
of these Guidelines is to ensure consistent and integrated
nomination, selection and removal processes to facilitate
appointment of eligible and suitable independent individuals
to form a balanced and robust committee, with an aim to
safeguard investor protection and market integrity.
CORPORATE GOVERNANCE
STATEMENT