Bursa Malaysia

Pin Menu

Click here to unpin menu.
You're here: Corporate » Home » About Us » Corporate Governance » Terms of Reference » Board of Directors

Corporate Governance

Bursa Malaysia (Company) adheres to high standards of corporate governance practices under the leadership of the Board, as guided by the Malaysian Code of Corporate Governance (Code). The Company's Corporate Governance Statement is available in the Company's Annual Report.

Board of Directors

Terms of Reference

Board of Directors

Term Of Reference - Board of Directors

The Board of Directors of Bursa Malaysia Berhad (Bursa or the Company) is governed by the Companies Act 2016 (CA), Capital Markets and Services Act 2007 (CMSA) and the Constitution.

Membership Classification
  1. Non-Executive Chairman

    [The Chairman of the Board is appointed by the Minister of Finance amongst the Public Interest Directors, pursuant to Section 10(3) of the CMSA]

  2. Public Interest Directors (PIDs)

    [One third (1/3) of the number of Directors shall be PIDs who are appointed by the Minister of Finance in consultation with the Securities Commission, pursuant to Section 10(1)(a) of the CMSA]

  3. Others Directors

    [The remaining Directors are appointed by the Board or elected by the shareholders with the concurrence of the Securities Commission, pursuant to Section 10(1)(b) of the CMSA]

Independent Director

A Non-Executive Director of the Company who satisfies the independence test under the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities). At least one third (1/3) of the Board of Directors shall be Independent Directors.

Primary Purpose

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 Practices and Guidance of the Malaysian Code on Corporate Governance, the Board of Directors has the following responsibilities:-

  • Promote good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour

  • Review, challenge and decide on Management’s proposals on matters as set out in the Group Corporate Authority Manual, which includes the overall corporate strategy, business plan, budget and regulatory plan, and monitor the implementation by Management

  • Review and approve strategic initiatives including corporate business restructuring or streamlining and strategic alliances, to ensure that they support long-term value creation and take into account economic, environment and social considerations underpinning sustainability

  • Oversee the conduct of the Group’s businesses to evaluate and assess management performance whether the businesses are being properly managed

  • Assess and identify the principal risks of the Group’s businesses in recognition that business decisions involve the taking of appropriate risks

  • Set the risk appetite within which the Board expects Management to operate, and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks

  • Approve the nomination, selection, succession policies, and remuneration packages for the Board members, Board Committee members, Nominee Directors on the functional Boards of the subsidiaries of Bursa, CEO and Deputy 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 guarantee

  • Review and approve the Audit Committee Report, Risk Management 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/Report 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 Group Corporate Authority Manual

  • Approve the appointment of external auditors and their related audit fees

  • Carry out or perform such other functions necessary for the discharge of its fiduciary duties under the relevant laws, rules and regulations


With the exception of specific corporate decisions as may be provided under the relevant securities laws, CA, MMLR of Bursa Securities, and the Constitution, requiring either the Minister of Finance/Securities Commission’s approval or 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, the Board of the subsidiaries of Bursa, individual Directors, or the Management.

Meetings and Attendance

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 two-third (2/3) of the number of Directors on the Board, including a minimum of two (2) Public Interest 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.

Each Director shall attend at least 75% of the total Board meetings held during the year.

Reports 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
  • Risk Management and Internal Control Statement
  • Sustainability Statement/Report
  • Annual Business Plan and Budget
  • Annual Regulatory Report

The Board shall receive the Minutes of Board meetings of the functional Board of the subsidiaries and the Minutes of the Board Committees in the Group.

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.

Appointment Process

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 Constitution.