Term Of Reference - Board of Directors
||The Board of Directors of Bursa Malaysia Berhad (Bursa or the Company) is governed by the Companies Act 1965 (CA), Capital Markets and Services Act 2007 (CMSA) and the Memorandum and Articles of Association.
Public Interest Directors
Non-Executive Chairman shall be appointed by the Minister of Finance amongst the Public Interest Directors, pursuant to Section 10(3) of the CMSA.
One third (1/3) of the number of Directors on the Board shall be Public Interest Directors appointed by the Minister of Finance in consultation with the Securities Commission, pursuant to Section 10(1)(a) of the CMSA and Article 68(2)(a) of the Company's Articles of Association.
Independent Non-Executive Directors
At least one third (1/3) of the Board of Directors shall be Independent Non-Executive Directors pursuant to Paragraph 15.02 of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities), to be appointed through Nomination and Remuneration Committee (NRC) with the concurrence of the Securities Commission pursuant to Article 68(2)(b) of the Company's Articles of Association.
The remaining Directors shall also be appointed through NRC with the concurrence of the Securities Commission pursuant to Article 68(2)(c) of the Company's Articles of Association, including the Executive Director who is the Chief Executive Officer (CEO).
The Board of Directors has primary responsibility for the governance and management of the Company, and fiduciary responsibility for the financial and organisational health of the Company.
The Board of Directors monitors the functions of the Board Committees i.e. Governance Committees and Regulatory Committees, which correspond to respective subsidiary companies within Bursa group (the Group).
In line with the Best Practices of the Malaysian Code on Corporate Governance, the Board of Directors has the following responsibilities:-
- Review and approve the annual corporate plan for the Group, which includes the overall corporate strategy, sustainability strategy, business development and marketing plan, human resources plan, IT plan, financial plan, budget, regulatory plan and risk management plan
- Review and approve strategic initiatives including corporate business restructuring or streamlining and strategic alliances
- Oversee the conduct of the Group's businesses to evaluate whether the businesses are being properly managed
- Identify principal risks and ensure the implementation of appropriate systems to manage these risks
- Approve the nomination, selection, succession policies, and remuneration packages for the Board members, Board Committee members and CEO, and the annual manpower budget for the Group, including managing succession planning, appointing, training, fixing the compensation of, and where appropriate replacing senior management or key management personnel
- Approve the appointment, resignation or removal of Company Secretaries of Bursa
- Develop and implement an 'investor relations programme' or 'shareholder communications policy' for the Group
- Review the adequacy and integrity of the Group's internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines (including the securities laws, CA and MMLR of Bursa Securities)
- Review and approve the Financial Statements encompassing annual audited accounts and quarterly reports, dividend policy, credit facilities from financial institutions and guarantees
- Review and approve the Audit Committee Report and Internal Control Statement for the Annual Report
- Review and approve the Annual Regulatory Report prepared in accordance with Section 16 of the CMSA
- Prepare a Corporate Governance Statement on compliance with the Malaysian Code on Corporate Governance for the Annual Report
- Review and approve investment policies and guidelines for the Company's surplus funds, asset allocation policy and policy on exposure limits on investment with banking institutions
- Review and approve the capital expenditure, purchase of fixed assets, operating expenditure, variation order and any other matters in accordance with the Authority Limits Document
- Approve the appointment of external auditors and their related audit fees
With the exception of specific corporate decisions stated in the securities laws, CA, MMLR of Bursa Securities, and the Articles of Association, that require either Minister of Finance/Securities Commission approval or require the passing of ordinary or special resolutions by shareholders, the Board of Directors shall have full authority to make all decisions.
The Board shall also have the power to delegate specific functions and authority to its Committees, individual Directors, or the Management.
The Board shall meet six (6) times each financial year and at any such time(s) as it deems necessary to fulfil its responsibilities.
The Quorum for Board meetings shall be at least 50% of the number of Directors on the Board, including a minimum of two (2) Public Interest Directors and two (2) Independent Non-Executive Directors.
Each member of the Board is entitled to one (1) vote in deciding the matters deliberated in the meeting.
The decision that gained the majority votes of the Board shall be the decision of the Board. In the event of an equality of votes, the Chairman of the Board shall be entitled to a second or casting vote.
||The Board is responsible for ensuring the production of the following reports:
- Financial statements (including annual audited accounts and quarterly financial results)
- Audit Committee Report
- Statement explaining the Board's responsibility for preparing the annual audited accounts
- Corporate Governance Statement
- Internal Control Statement
- Corporate Social Responsibility Statement
- Annual Corporate Plan and Budget
- Annual Regulatory Report
|Directors' Circular Resolution
||A resolution in writing signed by a majority of all Directors shall be valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted provided that the signatories must include the Chairman. All such resolutions shall be described as "Directors' Circular Resolutions" and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the Company's Minutes Book. Any such resolution may consist of several documents in the like form, each signed by one (1) or more Directors. The expressions "in writing" or "signed" include approval by legible confirmed transmission by facsimile, telex, cable, telegram or other forms of electronic communications.
||The Company Secretaries who are appointed by the Board under the CA shall be responsible for preparation of agenda in consultation with the Chairman, and distribution to all members of the Board the papers to be deliberated at the meeting.
||All Directors, with the exception of Public Interest Directors, shall be required to submit themselves for re-election at regular intervals of not more than three (3) years in accordance with Article 69 of the Company's Articles of Association.