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GOVERNANCE
72
Bursa Malaysia •
Annual Report 2015
CORPORATE GOVERNANCE
STATEMENT
ii. Meeting allowance for each Board or Board
Committee
17
meeting attended by a NED of Bursa
Malaysia or individual Regulatory Committee member:
• Meeting allowances for Board and Board
Committee meetings as approved by the Board in
2012 remain the same as follows:
Meeting
Allowance for
Board of
Directors
Board
Committees
Chairman
RM4,000
RM2,500
Member
RM2,000
RM1,500
The meeting allowances also apply to ad hoc
Board Committees, Tender Evaluation Committee
or any management committee to which the NEDs
are invited to attend pursuant to the Company’s
policy and procedures.
• In October 2014, the Board approved the meeting
allowance for the NEDs of Bursa Malaysia who sit
on the functional Boards of subsidiaries of Bursa
Malaysia, as part of Bursa Malaysia’s Group
Remuneration Policy.
• In addition, members of the Regulatory
Committees who are not Directors of Bursa
Malaysia have been paid a monthly fixed
allowance of RM1,000 since 2010, so as to
retain and motivate qualified individuals to serve,
in view of the duties, responsibilities and time
commitment expected of them.
iii. Benefits-in-kind and emoluments
NEDs are not entitled to participate in the SGP of
Bursa Malaysia or any incentive plan for employees of
the Group. They are given other allowances, such as
travelling and mobile phone allowances. The Board at
its meeting held in October 2015 approved the NRC’s
recommendation to extend medical benefits to the
NEDs up to a combined limit of RM75,000 per annum
for both inpatient and outpatient expenses.
The Chairman is also entitled to medical benefits and is
provided with a monthly fixed allowance of RM52,000,
in view of his wide-ranging scope of responsibilities
and the fact that he does not serve on the boards of
any other PLC or market participant regulated by Bursa
Malaysia so as to avoid any COI.
iv. The Executive Director/CEO is not entitled to the above
Director’s fee nor is he entitled to receive any meeting
allowance for Board or Board Committee meetings
he attends. The CEO, who also serves as Chairman
of Yayasan Bursa Malaysia, BMD and BMDC, and as
Director of all other subsidiary companies within
the Group, is also not entitled to Director’s fees for
attending the respective Board meetings.
The CEO’s remuneration package is structured so
as to link to corporate and individual performance
which comprises a fixed component which includes a
monthly salary and benefits-in-kind/emoluments, such
as gratuity, company car, driver and leave passage;
and a variable component which includes short-term
incentives in the form of a performance-based bonus
and long-term incentives in the form of shares under
the Restricted Share Plan and Performance Share
Plan of the SGP (“Plan Shares”), where applicable,
which is determined based on the individual KPIs in
the Corporate Scorecard aligned with the corporate
objectives, and approved by the Board. The award of
Plan Shares to the CEO in 2015 had been announced
via Bursa LINK on 31 March 2015 and 1 July 2015.
v. In addition to the above, the Directors have the benefit
of Directors & Officers (“D&O”) Insurance in respect
of any liabilities arising from acts committed in their
capacity as D&O of Bursa Malaysia. However, the
said insurance policy does not indemnify a Director
or principal officer if he/she is proven to have acted
negligently, fraudulently or dishonestly, or in breach
of his/her duty or trust. The Directors and principal
officers are required to contribute jointly towards the
premium of the said policy.
Disclosure of each Director’s remuneration, including
that of the CEO, is set out in the Annual Audited Financial
Statements of this Annual Report.
17 Information on the composition,number of meetings held and attendance of meetings of the Board and all Board Committees is set out under Section 4.1 of this CG Statement