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GOVERNANCE
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Bursa Malaysia •
Annual Report 2015
Since April 2015, the NEDs met six times before commencement
of each Board meeting without the presence of the CEO and
Executive Director. The 30-minute NED session allows discussion
on any issues raised by the NEDs and/or issues from the
Management of Bursa Malaysia Group, as may be shared by the
Chairman with the other NEDs.
a. Protocol for the appointment of Directors
To ensure that Directors have sufficient time to fulfil their
roles and responsibilities effectively, the criterion as agreed
by the Board for determining candidates for the pool of
potential Directors is that they must not hold directorships
of more than five PLCs (as prescribed in Paragraph 15.06 of
the MMLR).
Under Recommendation 4.1 of the MCCG 2012, the Board
should stipulate the expectations of time commitment for
members who accept a new directorship. The Protocol
requires the Directors to notify the Chairman before
accepting any new directorship. This information will be
shared with the Board, together with a quarterly update by
individual Directors on their directorships and shareholdings
in Bursa Malaysia, to confirm the Board members’
commitment in devoting sufficient time to carry out their
responsibilities.
Such information is also used to monitor the number of
directorships held by the Directors of Bursa Malaysia,
particularly those on PLCs, and to notify the Companies
Commission ofMalaysia of any changes in other directorships
on public companies. Currently all the Directors of Bursa
Malaysia hold not more than four directorships on PLCs
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,
including Bursa Malaysia.
b. Annual meeting calendar
To facilitate the Directors’ time planning, an annual meeting
calendar is prepared and circulated in advance of each new
year. The calendar provides Directors with the scheduled
dates for meetings of the Board and Board Committees,
the AGM, major conferences hosted by the Company, as
well as the closed periods for dealings in securities by
Directors based on the targeted dates of announcements of
the Group’s quarterly results. This calendar is available on
electronic devices provided to all Directors.
4.2 Training
As the Board of Directors must, on a continuous basis, evaluate
and determine the training needs of its Directors
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, the Board had
delegated this responsibility to the NRC to ensure that orientation
and education programmes are provided for new members of
the Board, and also to review the Directors’ continuing education
programmes, as set out in the TOR of the NRC. The Board takes
a strong view of the importance of continuing education for its
Directors to ensure they are equipped with the necessary skills
and knowledge to keep up with industry developments and
trends in meeting the challenges of the Board.
a. Training needs analysis and approval process
In line with the Board’s policy that requires each Director
of Bursa Malaysia to attend at least three training sessions
relating to capital market developments in each year, the
NRC had invited the Board members to provide feedback on
their training requirements to assist the NRC in the Board
training needs analysis. In July 2015, an external consultant
was also engaged to facilitate the training needs analysis of
the Board, as part of the Board review exercise.
In April 2015, the Board formalised the approval process for
the individual Directors’ training programmes in accordance
with the prescribed approving authority, as recommended
by the NRC, taking into consideration the area of training
needs and training budget amount for individual Directors
for the year. With reference to the current Board’s training
policy, and based on the outcome of the training needs
analysis
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of Directors, the NRC formalised the Directors’
Training Programme which included among others, the
following, so as to meet the varying needs of the Directors
of Bursa Malaysia:
i.
In-house briefings for the Directors on specific topics
relating to capital market development by guest
speakers from other exchanges or market experts; and
industry updates including global exchanges trends to
be provided by Management on a quarterly basis;
ii. Briefings by Management on a particular technical
subject relating to the market/business operations, or
on any new regulation/governance update affecting
Bursa Malaysia Group; relevant updates to be provided
by Management via email or uploaded on Boardpac;
CORPORATE GOVERNANCE
STATEMENT
21 In compliance with Paragraph 15.06 of the MMLR
22 Paragraph 15.08(2) of the MMLR
23 Paragraph 15.08(3)(a) of the MMLR