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GOVERNANCE
71
Bursa Malaysia •
Annual Report 2015
CORPORATE GOVERNANCE
STATEMENT
2.3 Remuneration policies
a. Employees of Bursa Malaysia Group
The NRC is responsible for reviewing the Group’s
compensation policy and ensuring alignment of
compensation to corporate performance, and that
compensation offered is in line with the market practice.
The NRC is also responsible for approving the utilisation of
the provision for annual salary increment and performance
bonus in respect of each financial year (“FY”). The NRC has
been appointed by the Board to implement and administer
the Share Grant Plan (“SGP”) in accordance with the SGP
By-Laws which were approved by the shareholders since
26 May 2011 and as such, it is responsible for approving
employees share grants for each FY.
In February 2015, the NRC reviewed the proposed 2014
performance bonus provision and utilisation of the 2015
provision for annual salary increment, to be in alignment with
the financial services sector market forecasts respectively.
The indicators for consideration in determining the
distribution of the performance bonus and annual increment
were corporate performance, financial metrics and relevant
economic indicators, i.e. profit after tax, inflation rate and
consumer price index. At the same meeting, the NRC
also assessed the performance of the key management
personnel based on performance of the Corporate
Scorecard, Divisional Scorecard and competencies. To
ensure consistency in performance assessment, the final
performance ratings as decided by the NRC would be used
for the purpose of determining the performance bonus.
The CEO’s performance bonus and share grant in respect
of FY 2014 performance were reviewed by the NRC, after
which they were put to the Board for decision in March and
June 2015 respectively.
b. Remuneration policy for the members of the Board
and Board Committees, and Nominee Directors on the
functional Boards of the subsidiaries of Bursa
The Board is mindful that fair remuneration is critical to
attract, retain and motivate the Directors of the Company
as well as other individuals serving as members of
the Board Regulatory Committees. The Board has thus
established formal and transparent remuneration policies
and procedures for the Board and Board Committees. The
NRC reviews the Board remuneration policy annually, and
in the course of deliberating on the remuneration policy,
considers various factors including the NEDs’ fiduciary
duties, time commitments expected of NEDs and Board
Committee members and the Company’s performance and
market conditions. The NRC also takes into consideration
remuneration of directors of other public listed companies
(“PLCs”), particularly those in the financial sector,
government-linked companies and other stock exchanges
to ensure that the Board’s remuneration policies are
competitive in reflecting the prevalent market rate.
The remuneration policy for the NEDs comprises the
following:
i.
Directors’ fees
The Directors’ fees are at RM150,000 per annum
for the Non-Executive Chairman and RM100,000 per
annum for each NED of Bursa Malaysia in respect of FY
2014 (as approved by the shareholders at the 38
th
AGM
on 31 March 2015).
Given that the Directors’ fees were recently increased
for FY 2014 upon the shareholders’ approval at the
38
th
AGM, the Board at its meeting held in November
2015 approved the NRC’s recommendation to maintain
the same Directors’ fees at RM150,000 per annum for
Non-Executive Chairman and RM100,000 per annum
for each of the NEDs in respect of FY 2015, and that
the shareholders’ approval will be sought accordingly
at the forthcoming 39
th
AGM.
The NRC will discuss and agree annually on all
measurable objectives for achieving diversity on the
Board and recommend them to the Board for adoption.
At any given time, the Board may seek to improve one
or more aspects of its diversity and measure progress
accordingly.
The Board maintains the pursuit of its target of three
women Directors by 2016, in line with the country’s
aspirational target of 30% representation of women
on boards.