Bursa Malaysia Annual Report 2015

GOVERNANCE

Bursa Malaysia •

Annual Report 2015

CORPORATE GOVERNANCE

STATEMENT

3.3 Shareholders’ approval for re-appointment as Independent

Non-Executive Director after a tenure of nine years

Currently, none of the Independent NEDs of Bursa Malaysia

has served the Board for nine years. Hence, no shareholders’

approval will be sought for this purpose at the forthcoming

AGM.

3.4 Separation of positions of the Chairman and CEO

As a PID, the Chairman leads the Board by setting the tone at

the top, and managing the Board effectiveness by focusing on

strategy, governance and compliance. In turn, the Board monitors

the functions of the Board Committees in accordance with their

respective TOR to ensure its own effectiveness. The positions

of Chairman and CEO are held by two different individuals. The

CEO is a Non-Independent Executive Director, who manages

the business and operations of the Company and implements

the Board’s decisions. The distinct and separate roles of the

Chairman and CEO, with their clear division of responsibilities,

ensure a balance of power and authority, such that no one

individual has unfettered decision-making powers.

3.5 Composition of the Board

The Board of Bursa Malaysia, chaired by a PID, comprises 10

Directors of whom four are PIDs, five are Independent NEDs

and one is an Executive Director who also serves as the CEO.

Section 10(1)(a) of the CMSA provides that one-third of the Board

shall be PIDs, including the Chairman. Their appointment by the

Minister of Finance in consultation with the SC is in line with

the requirements of the CMSA for the Company to act in the

public interest, having particular regard for investor protection in

performing its duties as an EHC.

All the PIDs and Independent NEDs, are independent of

Management and free from any business or other relationship

which could materially interfere with the exercise of their

independent judgement. They constitute 90% of the Board. The

Directors play an active role in the Board’s decision-making

process, offering vast experience and knowledge as well as

independence and objectivity, in acting in the best interests of

Bursa Malaysia, and thereby safeguarding the public interest.

In October 2015, the Board also decided as a matter of policy

that the Board of Bursa Malaysia as an EHC shall not comprise

Nominee Directors, i.e. a NED who is nominated by a substantial

shareholder to represent its interest on the Board of Bursa

Malaysia. This is in line with the responsibility of Bursa Malaysia

as an EHC under the CMSA to uphold public interest above its

commercial or other interests, and also to avoid any perceived or

potential COI with the unique role of the Board of Bursa Malaysia

in ensuring fair and orderly markets.

4. FOSTER COMMITMENT

4.1 Time commitment

The Board is satisfied with the level of commitment given by

the Directors towards fulfilling their roles and responsibilities

as Directors of Bursa Malaysia. All the current 10 Directors had

attended at least 89% of the total number of Board of Directors

meetings. The quorum of Board meetings had been met with full

attendance for seven Board meetings, and attendance of 10 out

of 11 Directors at the Board meetings held on 29 January 2015

and 25 February 2015 respectively. Their meeting attendance

at Board and Board Committee meetings is evidenced by the

attendance record set out in the table.

Chairman

Member

Non-member

Notes:

served as NRC member until 28 February 2015 and NRC

Chairman from 1 March 2015 to 31 December 2015

appointed as NRC member on 22 April 2015

her term of appointment as MPC member expired on 30 June

2015

appointed as MPC member on 15 July 2015

∞ Six NED meetings were held in 2015, i.e. on 22 April 2015,

11 June 2015, 15 July 2015, 10 September 2015, 23 October

2015 and 19 November 2015

Two meetings were held between the AC and the external

auditors, Ernst & Young, i.e. on 26 January 2015 and

20 October 2015 respectively