Bursa Malaysia Annual Report 2015

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GOVERNANCE
82 Bursa Malaysia • Annual Report 2015
At the 38th AGM held on 31 March 2015, the Chairman briefed
members, corporate representatives and proxies who were
present of their right to speak and vote on the resolutions set out
in the Notice of 38th AGM dated 3 March 2015. This is in line with
Paragraph 7.21(A)(2) of the MMLR for promoting participation of
members through proxies.
Commencing with the 35th AGM held on 29 March 2012, Bursa
Malaysia removed the limit on the number of proxies to be
appointed by an exempt authorised nominee with shares in the
Company for multiple beneficial owners in one securities account
to allow greater participation of beneficial owners of shares at
general meetings of the Company. The AA of the Company further
entitles a member to vote in person or by corporate representative,
proxy or attorney. Essentially, a corporate representative, proxy or
attorney shall be entitled to vote both on a show of hands and on
a poll as if they were a member of the Company.
In line with Section 145A of the CA, the AA of the Company has
been amended to allow for the use of technology to facilitate
shareholders’ participation at general meetings.
8.2 Encourage poll voting
In line with international best practice in CG, voting at the 38th
AGM held on 31 March 2015 was conducted by poll, instead of
by a show of hands. Poll voting more accurately and fairly reflects
shareholders’ views by ensuring that every vote is recognised,
in accordance with the principle of “one share one vote”. The
practice thus enforces greater shareholder rights, and allows
shareholders who appoint the Chairman of the Meeting as their
proxy to have their votes properly counted in the fulfilment of
their voting rights.
In accordance with Article 54 of the AA, the Chairman of the
Meeting exercised his right to demand a poll with respect to all
resolutions which were put to vote at the 38th AGM as set out in
the Notice of 38th AGM.
Voting slips for the 38th AGM were issued by the Share
Registrar upon registration, and were pre-printed with details of
shareholder’s name, identity card number/company number and
number of shares held. The polling process for the resolutions
was conducted upon completion of deliberation of all items to be
transacted at the 38th AGM.
Article 55 of the AA allows poll voting to be conducted manually
using voting slips, or electronically using various electronic
voting devices, for the purpose of more efficiently determining
the outcome of resolutions.
The 38th AGM was adjourned for the Poll Administrator, Tricor
Investor Services Sdn Bhd to commence the poll vote count,
where the votes as cast on the voting slips were input for
computation using an electronic system. The results of the poll
were verified by the Scrutineers, EY. The meeting resumed and
the results of the poll for each resolution, including votes in favour
and against, were announced by the Scrutineers, upon which the
Chairman declared whether the resolutions were carried. The
poll results were also announced by Bursa Malaysia via Bursa
LINK on the same day for the benefit of all shareholders. Minutes
of the 38th AGM were also made available on Bursa Malaysia’s
website.
8.3 Effective communication and proactive engagements
At the 38th AGM, the 10 Directors, with the exception of Tan Sri
Ong Leong Huat @ Wong Joo Hwa who retired at the 38th AGM,
were present in person to engage directly with shareholders,
and be accountable for their stewardship of the Company. The
proceedings of the 38th AGM included the CEO’s presentation of
the Company’s operating and financial performance for 2014,
the presentation of the external auditors’ unqualified report to
the shareholders, and a Questions & Answers session during
which the Chairman invited shareholders to raise questions
pertaining to the Company’s financial statements and other
items for adoption at the meeting, before putting a resolution
to vote. The Directors, CEO, Management and external auditors
were in attendance to respond to the shareholders’ queries. The
CEO also shared with the shareholders the Company’s responses
to questions submitted in advance of the AGM by the Minority
Shareholder Watchdog Group.
Shareholders were also invited to submit any additional questions
they might have had via an enquiry box placed at the venue of the
38th AGM so that these could be responded to in writing after the
meeting. Officers of the Company were present to handle other
face-to-face enquiries from shareholders.
COMPLIANCE STATEMENT
This Statement on the Company’s CG practices is made in compliance with
Paragraphs 15.25 and 15.08A of the MMLR.
The Board is satisfied that in 2015, the Company fully complied with the
principles and recommendations of the MCCG 2012.
This Statement was approved by the Board on 2 February 2016.
CORPORATE GOVERNANCE
STATEMENT